Under the Mask
by A Raven of Emotions
Summary: AU Kames, Spider-Man!Kendall, tech wiz!James. Being a teenager isn't easy. Being a teenage superhero isn't easy either. Kendall Knight knew he was fated with a big responsibility when he became New York City's Friendly Neighborhood Spider-Man, but what will he do when his two lives collide? Venom is back, he's back and will break Kendall...using who he loves against him: James.
1. Under The Mask: Just another Day

Hey everyone. Umm, I know I have 'Proxy' up and 'Love the Way You Lie' has a few more chapters left before it's officially completed...but this story has been bugging me just as much as those two have put together. I know three stories may seem like a challenge, but with summer coming up I won't have much to do so writing seems like a great alternative to boredom. I mean I will see my family and friends and stay on top of everything for sophomore year next semester, but other than that...yeah, so here's a new story! I decided to name it 'Under the Mask'. Any Spider-Man fans out there? Ha, I know I am and so stoked for the new movie coming out on May 2nd, but...yeah, that's where I drew inspiration to write this story! It won't follow the plots of the movies that have come out, but it's AU with Spider-Man!Kendall. We will see common baddies, see Oscorp tower and the beautiful city of New York, but also a specific baddie. Now, even though I'll have other characters mentioned, like Carlos and Logan, Katie and Mama Knight, the characters (and pairing) that will be the main focus of this story is Kames, A.K.A. Kendall and James. James is sort of Kendall's tech genius in this (because all of us know that behind that pretty face is a brain, and brilliant one at that) and the only person who knows Kendall's other identity as Spider-Man, meaning the two's bond is just like that of in the show but more intimate. There's a more detailed summary of the story up on my profile, but for now please read, tell me what you think and enjoy! I've tried writing other Spider-Man!Kendall stories before and had deleted them due to being a little scared of writing them, but now I think I can do it! I would like to dedicate this story to Dani-chan, Sara-chan, Ajay-chan, Erika-chan and Shani-chan! Thank you five for everything, and also thank you to everyone who has supported me over the years! Hope you're enjoying 'Love the Way You Lie', are getting into 'Proxy' and now eager for 'Under the Mask'! Read and review and enjoy, thank you again! **Disclaimer: I don't own Big Time Rush! I just love them and writing stories about them, particularly AUs! I also don't own Spider-Man or any of other Spider-Man related characters! All I own is the plot of the story! I highly doubt I'll use any of my OCs in this one, so sit back and enjoy the first chapter of 'Under the Mask'! I hope to get a decent updating pace for my current stories once college smooths over! Be ready, a mix of BTR and Spider-Man heading your way! :)**

* * *

The young woman screamed into the man's hand, he ripping her purse off her shoulder and holding a knife to her throat. The man, a sleazy asshole with greasy hair and a sharp hook for a nose, grinned cruelly at her and began unbuttoning the first few buttons of her soft baby blue blouse; the woman's dark brown eyes grew wide in terror, rich chocolate skin going bone white as the blood drained from her face.

"N-no, please stop!" She choked out behind his hand, trying not to suffocate from the intense stench of cigarette smoke clinging to his clothes while trying to lash out. If she nailed him in the groin, he would go down like a boulder and not be able to recover in ten seconds.

The man merely chuckled though, as if her attempts to escape tickled him pink, his yellow teeth clear in the dim lighting in the alley. "Sorry princess, but that's what happens when you walk the streets at night alone..."

"And this is why you don't get dates, dude."

The woman whimpered as the man pulled her away from the wall and held her close to him, the knife still at her throat though his cold blue eyes were searching.

Searching for the person who had talked back to him.

"W-who's there? Come out and show yourself, punk!"

"Didn't Mommy and Daddy teach you how to properly treat women?"

_Whoosh__!_

The woman gasped as a rush of cool air engulfed her and her assailant, followed by...a sticky mess of web meeting the guy's mouth.

The man doubled back and released his target, trying to claw at the sticky, stringy mess of threads over his lips only to have his back meet the nearest wall.

"Humph! W-where are you!?" The man tore at the web and spat to the floor, the woman with dark brown eyes clinging to the nearest, broken streetlight.

"Where are you?!"

"Here kicking your sorry ass, buddy." The woman gasped and tightened her grip on the streetlight's rusted neck as a thin, lanky body in red-and-blue spandex suddenly appeared from the shadows overhead, the young man landing on all fours with the grace of an acrobat.

Her eyes took in his swift movements, just how quick and nimble he was on his feet as he fought with her assailant. Every time a punch was sent his way, he would block with ease and develop a punch of his own into the man's stomach; every time the greasy-haired man would try to lash out at his enemy with his switchblade, the masked hero would leap out of his line of assault and retaliate from behind. All she could hear clearly was her assailant's shrieks and yells of pain, followed by the _whoosh!-_ing sound of web nets flying through the air. She was in awe by the sight of the masked man, moving and dodging and fighting back with a gentle fierceness to him.

It was like watching a figure skater giving it his all, or a wild lion protecting his pride from harm.

Either way, it was beautiful to her.

In really no time at all her assailant was unconscious on the cold, hard metal ground bound nice and tight in a web cocoon. He only had a few bruises to his name, nothing major since her hero was a man of politeness, and his switchblade had fallen to the sewers during their scuffle. He had a shot of web over his mouth again, and was hanging upside down like a caterpillar from the nearest fire escape; the masked man, a large black spider clear on his chest, got rid of a crick in his neck before turning to the now relieved-looking woman. Even with the mask on, she could feel his own deep, warm eyes staring into her dark brown ones.

"Ma'am, you okay? He didn't hurt you did he, the cops will be here soon to pick up the trash. They always do patrol around here at eleven." He said, his voice soft and welcoming; it was nothing like the sharp, cocky droll he had been using just a few minutes ago.

The woman zipped up her long trench coat over her blouse and black skirt, nodding as she ran a hand through her hair "Y-yes, thank you. You...y-you are Spider-Man." She managed to work off her tongue.

Spider-Man let out a light chuckle, she oblivious to the smile he had under the mask. "Yeah, your friendly neighborhood Spider-Man! I'm glad I got to you when I did, but you shouldn't be walking around here this late, ma'am. The creeps and stalkers like to come out at night." He said, a smile touching the woman's face at his attempt to cheer her up. It worked, since the heavy weight she had felt crushing her torso began to dissipate.

"I know. I usually don't come home from work this late, but a job in New York can be brutal." She said, making conversation.

"I know the feeling." Spider-Man responded, she unaware of just how true her statement rang to his ears.

'It is hard, not only keeping down a job in this crazy city but also having to deal with Jameson slamming me every day in the _Bugle.' _He adding mentally as an after-thought, his train of thought soon lost though when he caught the sound of police cruisers approaching.

"Well you'll be in good hands from here, ma'am. Tell the chief I covered the easy part for him, now all he has to worry about is the paperwork." A string of web left Spider-Man's right wrist as he waved goodbye before taking off into the night, the woman smiling brightly through the rain now beginning to pour down hard, she waving frantically at the hero's retreating back.

"Thank you, Spider-Man!"

Even with the roar of thunder in his ears and the cruisers' sirens growing in volume, Spider-Man smiled again at the woman's words.

'Anytime, Kelly.'

**_-Page Break-_**

James Diamond jumped a little when he heard his bedroom window creak open, his soft hazel-green eyes leaving his glowing computer screen to take in his best friend Kendall Knight working himself to the carpet floor carefully. The dirty blond had pulled off his mask and stretched out his long, thin legs but looked a little put out; he had one hand pressed to his side, where dried blood glowed a sickly dark crimson in the moderate lighting of the room.

"Kendall...!" James said in a loud whisper, removing his laptop off his lap before he was on his knees at the shorter boy's side, fumbling with the first-aid kit he always kept under his bed.

Said blond smiled weakly up at the beautiful brunet, flinching when he felt the familiar, cleansing yet also numbing sensation of rubbing alcohol come into contact with his marred skin. "Ugh, creeper managed to nail me in the side while we were fighting. I saved Kelly though, she's safe now so that's a plus right?" He said, resting his head on James' right shoulder.

James rolled his eyes in a feign annoyed fashion behind his thick, whole-rimmed glasses, a soft smile on his lips though as he wiped away any excess rubbing alcohol before starting to bandage up the cut in Kendall's side. It wasn't too large, like one that would require stitches to heal completely, but it wasn't shallow either. This creeper got his best friend good.

"Yeah that is a plus, yet I would appreciate it very much if you didn't come home with so many cuts and bruises. Bandages and rubbing alcohol aren't cheap you know, that and because I suffer a mini heart attack every time you come looking like you were almost burned alive." He pointed out, a slight scolding tone to his voice now.

Kendall laughed it off though and managed to get to his feet on his own once James finished bandaging him up, both soon laying down side-by-side on James' bed with their eyes locked. "I know, the prices on things nowadays are ridiculous! Yet you try telling that to the baddies; you pissed off tops all of my scare tricks to the T, Jamie."

"Oh shut up, Kendy."

"What, it's true!" James laughed and elbowed Kendall in the side he didn't get a knife stabbed into him.

"Just shut up and sleep. I can tell you're tired, it's almost midnight."

"Wait, James what are you still doing up? We have school tomorrow." Kendall said, bright bottle green eyes now hazy as sleep started to get to him. Normally he would go to his own room to not bother James while he was working on his usual reports for Dr. Conners, but his body was heavy with fatigue and he knew that the brunet would scold him for trying to move and risk irritating his injury.

Plus James' bed was comfy and he didn't mind sleeping in the same bed as his best friend. It wouldn't be the first time they've shared a bed; they use to do it all the time back when they were still little kids in Minnesota, a habit that has been carried on into adolescence. The two were just very comfortable with each other, able to express their feelings for each other through physical contact and conversation much easier than other guys their age. Apart from Carlos and Logan, Kendall didn't know any other guys that were comfortable with showing affection like James.

Of course, more than just the thirteen-year old friendship drove their obviously close bond, but risking their relationship to explore a deep, even more significant aspect to their intimacy was something Kendall would rather not face. Not that he didn't ponder the possibility of him and James becoming more than just friends often, and with a certain gleeful hope in the mix, but that it was much too risky. He didn't want to lose James, as a friend and as a person in general.

Being Spider-Man had its benefits, but also drawbacks.

James got himself all comfortable against his plush pillows, smiling to himself when Kendall went back to using him as his own personal, full-body pillow. "I know, I was just checking my e-mail to find out the tour schedule for tomorrow. Being an intern to the famous Dr. Curtis Conners is rad and all, but having to keep up with showing people around Oscorp isn't a walk in the park. I swear, sometimes those who visit aren't even interested in his work; all they want is gossip about Norman or Harry." He said that last part with another eye-roll, Kendall smiling in spite of the slight pain in his side and breathing in James' vanilla scent.

"Hey, at least you're working for the great Dr. Conners. He seems like a pretty cool guy, so just ignore the haters and gossipers and go with the glow."

"I think you meant to say flow, Kendy."

"Yeah, I'm sleepy." Kendall mumbled with a yawn, James letting out a chuckle at this.

"Then go to sleep, genius. I'm done for the night plus you need to rest up for work tomorrow, too. The _Bugle_ can't get all anti-Spider-Man without your pictures." Kendall scoffed at James' lame joke but smiled all the same as he closed his eyes and concentrated on James' breathing.

In no time at all the young hero was fast asleep, James' laptop screen going pitch black as he shut it down and turned off the other lights in the room. James pulled the covers over them both once his laptop was safe on the bedside table, removing his glasses and putting them away back in their case before he lost consciousness as well, the boys now partaking in the silence that had claimed their usually noisy neighborhood that night.


	2. Under the Mask: School is a Pain

Hey! Umm, here to update! Sorry if I sound off...I'm sick. A sore throat, feeling cold so I'm wearing a jacket even though it's pretty decent in the dorms. Yeah, I hope it doesn't get worse, but that doesn't matter! Well my health does matter, but I really wanted to write a new chapter for 'Under the Mask'! I'm super excited for it, really I am and just want to get some progress on it done! Now, I'm NOT giving up on 'Love the Way You Lie' and 'Proxy'; I just haven't enough time to finish chapters for both. They are close to being done, but I have to write them down first. I already had this chapter ready since I was contemplating this story idea for a while now, so don't worry! I'm working on my other two stories, hopefully by this weekend they will be ready! Thank you to everyone for showing support for this story; wow, only the first chapter and already getting some input! Thank you, I really don't deserve such wonderful, amazing readers but again thank you! :') I promise to do my best on this story! **Disclaimer: I don't own Big Time Rush! I just love them and writing stories about them, particularly AUs! I also don't own Spider-Man or any of other Spider-Man related characters! All I own is the plot of the story!**

* * *

Kendall Knight hated school.

He didn't hate school because he thought it was pointless. In fact he was a pretty good student, if a bit of a procrastinator but James kept him in line. The pretty boy was a straight-A student (which dumbfounded a few since he was one of the popular kids) and always made sure to keep his dirty blond friend alert about anything school-wise. Thanks to James, Kendall went from a C-student to B. Sure the two often goofed off and ranked homework at the bottom of their to-do lists, but they did pretty well for seniors only months away from graduation.

Unlike some kids, they didn't get "senior-itis", this "disease" seniors got when gradation came around.

But Kendall hated school simply because there, he was just Kendall Knight. Sure he was a nice guy, was liked by a majority of the student population and all that but if trouble in the city got started up he couldn't get up, go superhero and save victims of a house fire or robbery. No one knew about his secret identity, only James. Not even their best friends Carlos and Logan, who were away in their second year of college, knew about Kendall and Spider-Man being one and the same. It's not that he didn't trust them, he just didn't know how to tell them.

There was no doubt in his mind though that Logan would go all doctor mode on his ass and Carlos ask a gazillion questions on if the spandex was itchy or not.

Yeah, he wasn't ready for that just yet...

So Kendall sighed as he tried to focus in Biology, taking notes on everything Miss Blaine said about photosynthesis for the test they would have next week. James was doing the same next to him, yet he didn't have to look down to see what he was writing. He already knew everything concerning photosynthesis since he tutored freshman in Biology after school Tuesdays and Thursdays.

"I hate that she goes so fast!" Kendall whispered in frustration as the elderly woman moved on to yet another slide for the lecture. A few other students groaned in protest, but Miss Blaine only scowled and went on talking.

James chuckled under his breath, nudging his notebook over. "Here doofus, I got all of it down." He whispered back, shooting the blond his signature Diamond smile. It was the smile that could melt girls' hearts and guys to envy him.

Kendall smiled gratefully at the taller boy and started copying his notes. "Thanks bud, I owe you one."

"No problem, you must still be drained from last night." James said. He didn't have to worry too much about anyone overhearing them, since the pair always sat in the back.

"Ugh yeah, my side is still killing me." Kendall responded, flinching a little when he leaned back in his chair. He could feel the bandages pull in turn with his movement, plus he was still a little out of it from coming home around nearly midnight.

James reached over and placed his hand over Kendall's non-writing one, soft hazel-green eyes locking with deep bottle green ones.

Kendall was glad they were so obvious about their feelings; it didn't bother him, as it did at first when they were kids, that his face would break out in a heavy red blush whenever James touched him. "Hey, it's going to be okay. I have some bandages and rubbing alcohol in my bag, I can check and patch you up more during lunch. I told you to stay home today though, why didn't you listen?"

"Because if I miss too many days, I can risk failing the year. Plus, it would be kind of suspicious if I was gone while Spider-Man was out saving the world."

"But you wouldn't be, you can't move too much right now."

"But right now there's a house fire going on, Jamie. If I wasn't stuck here, I'd be over there." Kendall pointed out, getting a soft sigh from the brunet.

"I know, I know Kendy. I took a look at your web-slingers earlier this morning, seems they're still working up to date with the modifications I made to them last month. Ten times stronger than steel, though ten times lighter than even a feather; strong enough to support a lot of weight and get you out of a pinch in seconds." James said, smiling a bit as he praised his hard work.

Apart from being Kendall's home, James was his tech genius. The brunet was pretty handy with his hands, so when Kendall began contemplating on becoming a hero for New York City, James created the web-slingers. It was made from the same material ordinary spiders used to get around and catch food, yet with a few tweaks here and there. At first Kendall feared for James' life. If anyone, civilian or worse villain, ever discovered Kendall's identity then that would lead to James as well. The two were a team, willing to do anything for each other; Kendall had been shocked that James vowed to protect his secret, even if his life was under threat. Kendall knew he couldn't ask for a better best friend/partner/tech wiz than James, but it still scared him; the thought of the taller boy losing everything just for him, it scared him to death.

Sometimes James' endless loyalty to others was a hindrance over a good quality to have.

Yet when James' parents split and he decided to live alone, at seventeen in a city he barely knew, that quality was overshadowed by the need to survive. As much as James loved his parents and was sad that their fighting had led to a nasty divorce, if he wanted to move on with his life then he needed to leave Minnesota, depend on himself and follow his heart. He kept in contact with his mom Brooke, more so than with his father Michael, and visited his and Kendall's hometown of little Sherwood over holidays, but the brunet has made it clear he could never live there again.

He had good memories there, such as meeting his best friends in the whole world Carlos, Logan and Kendall, but the bad memories of his parents splitting up made it unbearable for him to see Sherwood in an always positive light anymore.

From there Kendall had followed him to New York City. He wanted to see the world, and since he had been accepted to attend one of the best colleges NYC had to offer, his mother Jen allowed her one and only son to live with James since the brunet had been emancipated shortly after his seventeenth birthday. He had a steady job, it provided just enough (thank you, Dr. Conners!) for him and Kendall to live off of, owned a nice decent apartment and was still able to go and finish his high school education. The two have been accepted to the same college Logan and Carlos were at, so in less than a few months they will be bright-eyed freshman; James will be double majoring in Theater and Politics while Kendall in Marine Biology and Creative Writing.

Another thing Kendall will have to work with with his hero identity, too...

"What would I do without you, Jamie?" Kendall asked, being genuine here. Sometimes he did wonder the big "What if?", wonder what his life (superhero side included) would be like without the brunet. He's come very close to losing James in the past; in the short two-year streak the blond had of being Spider-Man, James' life has been threatened by numerous villains. And not just the small-time robbers either, but the big guys; the list as if right now: Green Goblin, Doc Oct, and Sandman. The latest villain had been Venom, an alien Symbiote that had gotten a little too attached to Kendall.

It had fused with Kendall's Spider-Man costume and gave him more strength and flexibility, but also enhanced the normally calm blond's aggressiveness. He suddenly became cold, distant and even violent; he had attacked James when the brunet had suggested getting rid of the suit, and he has never laid a hand on the taller boy before then. James had forgiven him and helped him get rid of the Symbiote, only for the thing to escape the vault it was kept away in at Conners' lab and go missing since then. Both Kendall and James have spent most of what remains of their individual social lives scouting the city for it, but to no avail; the blond still had nightmares about the Symbiote, afraid it had attached itself to another person, corrupting them from the inside out like the parasite that it was.

James promised Kendall he wouldn't stop searching for the Symbiote, but that wasn't what made Kendall worry and sometimes lose sleep at night. That thing had tried to bond with James as well at one point, turning him into what became Venom, but the brunet's will had proven too strong for the Symbiote to corrupt so it gave up the boy. It had abandoned James and left him nearly for dead in an alley. The blond had a personal grudge against the alien substance, he was desperate to find it and destroy it once and for all. He didn't care what it had done to him, but what it made James suffer was something Kendall could not forgive and forget.

The brunet already had issues trusting himself and others; becoming Venom, if only for a short while, however has made it even more difficult for him to accept himself.

He was afraid, and he has voiced this fear to the blond numerous times, of becoming a monster. With or without Venom.

James saw the slight sad tint touch Kendall's lively green eyes and he angled his body a bit so that he could face Kendall and place a hand on his shoulder. "Hey, I know that when you look so sad out of the blue that your mind is on Venom. Kendy, what happened...you had no control, I didn't either but I promise we'll find it. We'll find it and bring it to Dr. Conners, he knows things so he could probably tell us how to destroy it without letting him know too much."

"It's not that that's bothering me, James. It was fact...that I could have lost you." Kendall pointed out. James let a small smile touch his perfect lips; it often amazed him just how much Kendall cared about him. He had to be the protector of an entire city, but could easily fall apart when the brunet was involved.

"They were just close calls, but that's not going to happen ever. I can't leave you; you're my best friend, plus Spidey needs his tech wiz. I need you, but also others do too. It doesn't matter if Jameson makes you out as a bad guy still, New York finally loves you. You're their hero, and my hero too. There's going to be a lot of close calls for us, but I promise...I promise, I promise that we'll always be a team, always together." James said firmly, hoping he can ease his friend's deepest fears.

"Venom nearly killed you." Kendall began, but James cut him off gently.

"He nearly killed you too, but look we're both still alive. It's not easy being a hero, but I know that you can do it. There's a reason why you became Spider-Man, and it's not just because you snuck into Oscorp Tower to see me during work." James said, that little bit making Kendall smile in spite of the uneasiness eating at him.

"You became Spider-Man because...you're amazing, a great person and will stand up for what's right. You were a hero before becoming the Web-Head New York knows, once hated and now loves and now...now you're even more of a hero. So don't worry, because no matter what I'll always be here, forever for you." James whispered, his eyes soft and warm behind his whole, thick-rimmed black glasses.

Kendall took a deep breath, trying to hold back tears of gratitude. He rarely cried, but the fact that James was willing to do all of this for him, despite the risks, made him feel a little less alone. He didn't have family in this city, James was his only family apart from Carlos and Logan away at college. His mom and sister Katie didn't know about his hero identity, not even about the incident at Oscorp Tower that turned him into Spider-Man.

It felt nice to know he could be himself with someone without any conditions or strings attached.

"Thanks James." Was all he had to say to make said brunet smile back.

"Anytime, hero." He replied, both flinching though when Miss Blaine's yard-long ruler came crashing onto their lab table.

"What did I say about side conversations during class?" She hissed like a snake, both boys red in the face as the rest of the class began to snicker.

"Sorry, Miss Blaine." They both said. She sniffed, small beady eyes like marbles.

"Detention, both of you."

The whole class was full-out laughing now, apart from the sweet smart blonde named Gwen and quiet, and equally as smart, guy Peter.

James and Kendall couldn't believe it; detention again, this was the third time this month!

'Damn.' James thought, biting his lower lip. Kendall sighed and rested his head down on the table, his hand still laced with James'.

'Fuck my life.'


	3. Under The Mask: Nothing goes One Way

My mom always says when I'm sick, "Do what helps you relax, do not strain yourself". Does writing counting as a method of relaxation? I hope so, since this the only thing I can think of to do! Another chapter of 'Under the Mask'! I know I just updated, but since I already have a quite decent amount of work written for this one, might as well put them up right? So here's a new chapter, hope everyone enjoys! Wow, I can't believe this off to a good start but I know that I would be nothing without my dear readers and supporters! You all keep me going, so thank you everyone again and please enjoy! :) **Disclaimer: I don't own Big Time Rush! I just love them and writing stories about them, particularly AUs! I also don't own Spider-Man or any of other Spider-Man related characters! All I own is the plot of the story!**

* * *

"Knight, why the hell are you late?!"

Said blond suppressed a flinch as John Johan Jameson yelled at the top of his lungs, all the other employees at the _Daily Bugle_ eyeing the poor boy sympathetically.

It always sucked to be at the end of bushy-mustached man's screams and hollars.

Kendall cleared his throat and tried not to breathe; the stench of cigar smoke was heavy around Jameson, something that annoyed Kendall to no end. The man knew he suffered from asthma yet still had the gall to keep up his nasty habit around the other workers. If it wasn't for the fact that he needed this free-lance photographer job to help James pay the bills, Kendall would have walked out two years ago.

But he needed the money, any amount he could get from the _Bugle_.

'Which means I just have to keep the smartass comments in, no matter HOW much I want to say them.' He thought with a sigh, trying his best to muster up a smile.

"Sorry sir, I got detention and-" He began, only for the man to cut him off.

"Whatever, you have those pictures I asked for?" Kendall fought back the urge to roll his eyes as he rummaged through his backpack, pulling out a manila envelope and handing it to his uptight (annoying prick) and loud boss.

"Here sir, just as you asked for." Jameson snatched the envelope from the boy's hand and sat back down, scattering them around on his desk. Kendall didn't know if he should take the chair in front, so he settled to remain standing.

"Hmm, these pictures are crappy...yet they're not as crappy as they use to be. Two hundred for all of them."

'You selfish asshole! Seriously, two hundred for TEN pictures?! I had to web the camera up on the Empire State Building just to get a majority of them at a good angle!' Kendall thought with a mental scowl.

He always got lame assignments from Jameson, the man didn't treat him right as Kendall Knight or Spider-Man. He used the pictures he took to paint his other identity as a criminal, a public menace! One time during an attack from the Green Goblin, Jameson had printed in his paper that Spider-Man and him were working together! He had claimed that Spider-Man was just playing the hero only to give his "buddy" some time to strike and endanger over a thousand innocent civilians!

The guy obviously didn't have much of a social life; he probably spent his time away from his wife just cooking up other ridiculous Spider-Man related conspiracy theories.

Sometimes Kendall wished he could show Jameson that Spider-Man was everything but a bad guy, but that would mean exposing his secret...

"Thanks sir, I appreciate it." Kendall said, giving the ridiculous man his most sweetest smile. Jameson eyed the blond with a thick brow, one hand running through his salt-and-pepper hair.

"Hmm..."

"Something wrong, sir?"

"Still trying to figure out how you get these pictures, Knight. This Web-Head doesn't pose for pictures for anyone else but you." Jameson retorted, deep blue eyes narrowing. Kendall merely shrugged though, not at all worried. Jameson has asked this question before; the man has tried to get the blond to fess up his connection to Spider-Man, but Kendall Knight wasn't one to give himself away so easily.

"I guess I just have lucky timing catching him on film, or maybe he likes me in general."

"Please, that vigilante is nothing but a freak in a mask. Him trying to pose as some hero, humph it's only a matter of time before I expose him as the criminal that he is." Jameson hissed, propping his feet up and taking another swig from his cigar. Kendall fought the urge to wrinkle up his nose.

'Yeah, like that's ever going to happen.'

"Well, you keep these pictures up! Look at these, ha doing the police's work! It's their job to clean up the trash of this city, they work LEGALLY!But one day, one day he's going to mess up. And when he does, Knight you better be there to catch him in the act! I know he's responsible for that creep Venom that attacked a while back, those two have something I know it!" Kendall felt his chest tighten at this.

He hated being reminded of Venom. Every time he thought about the Symbiote, an image of a deranged, evil version of himself slapping James across the face would enter his mind. He could remember how he looked under the parasite's control: eyes dark, almost hallow-looking with a uncharacteristically cold grin on his lips and a look of pure hunger on 24/7.

He had lashed out as Spider-Man, wanting to...kill Sandman. He had discovered a side of himself he didn't know even existed, and because of that power came a darkness that he never wanted to associate with again.

James on the floor, usually happy hazel-green eyes wide in horror and filling with tears, a hand to the bright red, burning mark now his soft skin.

_"K-Kendy...? W-what's happening to you?"_

Kendall winced, the tone of James' voice that night so...broken and confused. The blond's hands tightened into fists, he so lost in thought that it took Jameson shouting again to get out of the haunting memory.

"KNIGHT!"

"Huh, yes sir?"

"Quit day-dreaming and get me some more pictures! Get out or I'll fire you!"

"Yes sir." Kendall shoved the now empty envelope back into his backpack along with his camera before heading for the door, Jameson calling at his back at the last minute though.

"Knight!"

"Yes sir?" Kendall hoped this meeting was over now; the image of Venom was driving him up a wall inside.

"I'm close to finding out the identity of Spider-Man." At this Kendall froze, panic now flooding him.

"A-and who do you think it is, sir?"

"I'm not sure yet, but this Diamond boy I heard was involved with Venom. I think he knows something, so for another assignment try to find out who he is and catch him having contact with the Web-Head too. I think they're in cahoots."

'Like I'd let you exploit James for your own personal benefit...!' Kendall tried to keep his personal/hero life separate from his life at the _Bugle_. Everyone knew he was a good kid, not shady or an ex-juvenile delinquent but even with two years working under Jameson not much about Kendall's life outside work was in the clear. All he told people was that he was seventeen, his birthday was in November, he went to Midtown High School and lived with a friend. That friend's name, however, was confidential for obvious reasons.

Jameson was one of the people James' identity had to be kept a secret from. Thankfully all he knew was his last name, not his first name or how he looked like. And since Jameson rarely sent reporters out to dig up more info on possible hot-off-the-press news, the chances of anyone approaching James about Venom were low. It was a small reassurance, but it was better than nothing.

Still, it was creepy how spot-on Jameson was.

"Got it sir, see you tomorrow." Kendall nearly bolted out of the room, nearly running over...

"Hey Knight."

'Ugh, Jett.' Kendall kept his cool composure as he was now face-to-face with his rival Jett Stetson, a blond the same age who also went to Midtown High with him and James. He started working at the _Bugle_ about four months ago, and since then has tried to out-best Kendall in everything Spider-Man related. He has made it his mission to uncover the hero's identity, humiliate the other blond in front of their co-workers and get on Jameson's good side once and for all.

It was bad enough Kendall had to deal with Jett at school, but at work was just pushing it.

"Hey Jett." Kendall said as politely as he could, trying to get around him. Jett blocked his way though, a smug smile on.

"Got Jameson more pictures of Spider-Man, right? Man you two must be good buddies or something, since when I tried taking pictures of him...he declined saying he liked you better."

At this Kendall shrugged, not wanting to give Jett the joy of hounding him. "Like I said before, maybe I just appeal to him more. Look I gotta go, James is probably off work now." He said, tone clearly wanting to end the conversation. Jett wasn't about to give in, though. He pulled off another smile; this one more mocking though, showing off his bright white teeth.

"Yeah, yeah James does work at Oscorp Tower doesn't he? Hey Knight, think you can set him up with me on a date? Maybe working for that nut job Conners got him to smarten up finally; if he really was involved in the whole Venom-freak mess, then I smell a front page bomb ready to go off." At this Kendall shot the other blond a harsh glare.**  
**

"You stop involving James in your 'attacks' against me, Jett. If you want to pick a fight, then be a man and do it yourself instead of trying to drag someone else into this. Besides, no one knows if that rumor is true or not; no pictures or reports named him to it, so drop it."

"Why should I, don't want your boyfriend in the limelight?"

"Any 'limelight' that has you tied to it isn't good, Jett. So like I said, drop it." Jett shrugged his shoulders, a devious gleam to his dark golden-brown eyes.

"Whatever you say Knight, but get this: I'm going to be the one who unmasks Spider-Man for Jameson. Watch me get an actual position here over you, ha then you'll really have something to groan about." With that Jett gave him a wink and turned on his heel, walking away from a secretly seething Kendall.

'I really hate that guy.'

**_-Page Break-_**

"Hey, how was work?" James asked as got his stuff together, taking off his lab coat and packing away his schoolbooks.

When he was off the clock for break, he usually did his homework so not to get behind in his classes. Dr. Conners didn't mind that, since he knew James was a student with other obligations, and sometimes the man would help him out with his science homework.

Interning for a scientist sure had its perks.

Kendall rolled his eyes, still rather annoyed from his confrontation with Jett. "Good, except Stetson gave me Hell as I was trying to leave."

"Oh God, what did he do now?" The brunet asked, sounding annoyed now too, taking the chance to wave goodbye to Dr. Conners before the two headed for the first floor lobby. James led the way into the elevator, pressing the button for the lobby as Kendall prepared himself to explain what happened.

"He's trying to connect you to Venom. He hasn't said anything to Jameson, so that's good, but I'm seriously worried now, Jamie. Jett knows you, how you look like, your full name, everything! The only thing stopping him from saying anything is that he doesn't have proof."

"And he won't ever, Kendall. I promise he won't; nobody even got a clear look at my face that night, I was too bound up in Venom web to be identified. Plus, Jameson doesn't know I exist. He just has my last name; if he looked it up, all he would get is my mom's cosmetics company and she doesn't post personal information on there. Jett isn't the type to do something unless he has everything in a row, and I wouldn't tell him anything."

"Diamond isn't a very common last name, James." Kendall rebutted.

"I know, but still..." James insisted, the two now in the lobby and heading out the large, glass doors into the clear, cloudless evening.

"I'll just have to keep an eye on him."

"You really think he'd try that? Jameson maybe crazy, but he isn't stupid. He'd want hard proof; the last thing he'd want is to be seen as a fool for trying to expose Spider-Man and end up at a dead end."

"I know, I know. I guess I'm just really edgy lately; Venom's been out of our lives for like what, five or six months? He's still out there, James, and he knows us. That thing is smart; it was able to turn me against you, and...Spider-Man almost became a criminal. I wanted to KILL Sandman, I didn't..."

"Kendall..." James stopped walking and made the shorter boy face him, expression extremely worried now.

"Kendall, you sound as if you've been having nightmares about it again..."

"I haven't but it's been a while since some big bad guy's uprising. It unnerves me; I don't mind small crime waves, but I get this feeling that Venom isn't gone for good. Doc Oct yeah, Green Goblin too and Sandman...he gave it up, but Venom I don't think so. And I feel like I failed, because a big time baddie got away. He got away, and I have no idea where to go look next."

"I told you, leave that to me. You focus on keeping the city safe, Kendy. Stressing yourself like this isn't good, I've already told you that we'll find it and end it once and for all."

"And I've already told YOU that the only reason I want to find it and get rid of it was because of what it did to you, what it made me do to you. James, I've never hurt you before; I hardly ever yell at you, much less put a hand on you! I let that thing get to me, let it control me and hurt one of the most important people of my life..."

James couldn't fight the urge anymore and pulled Kendall into a big, warm hug. The blond was a little stunned at the sudden action but soon buried his face into the taller boy's right shoulder, taking in a shaky breath.

"You think I'm scared for myself? No, no Kendall...I'm scared for YOU."

"What do you mean?" Kendall asked, not pulling away but voice laced with confusion.

"I'm scared that you'll continue to beat yourself up over that, even when we do find Venom. Like I told you earlier, we're in this together. The past is in the past, I know you. I know how you are, and you're not what Venom tried to turn you into. You're my best friend, I've known you since like preschool, and not once have you done anything to me. I-I was stupid to push you to take that suit off when you were so unstable. It made you do things you would never do and I'm sorry I took such a long time to finally notice it but please, please stop. This isn't the first time my life has been in danger. Remember Green Goblin, wrecking havoc during the parade? Doc Oct, completely transformed into a monster and Sandman, all of them have nearly ended our lives. Venom tried to get to me, but it didn't. It couldn't get to me and sure it drained me a lot, it drained me so much of adrenaline and left me very weak but I survived. Now that thing needs a host to survive; it will make an appearance eventually, but when it does we'll take it down. We'll take it down once and for all, and you can finally let go of what happened. I don't hold anything against you, because it wasn't my Kendall hurting me. It was that thing, not you."

Kendall pulled away slightly and smiled at James. "I'm your Kendall?"

A slight blush crossed James' cheeks yet he smiled back and nodded. "Yeah, you are. You're my best friend, plus who else can keep Spider-Man sane?"

"Ha, no one that's for sure."

"So relax, everything will be okay." The two looked away from each other at the sound of sirens going off, before a hoard of police cars came speeding by chasing a couple robbers with guns at the ready. People started screaming and running, Kendall's expression hardening at the sight.

"Looks like there's my ride home." He said sarcastically, though he had his hands clutching the top buttons of his plaid shirt already.

"Be careful." James whispered before he pulled away, Kendall shooting him a smile before ducking into the nearest alley. Everyone around them were too flipped out of their minds to notice the blond and brunet not running away terrified, Spider-Man in no time at all soon swinging through the air.

"Look, it's Spider-Man!" A woman shouted over the commotion, everyone's faces breaking out in relieved smiles.

Their hero was on his way!

James took a deep breath, knowing he had to head home and keep his ears peeled for any news on Kendall (the blond refused to have his best friend near the line of fire) and began trekking in the opposite direction, only to be knocked down to his butt by a running police officer stationed to cut off any escapes.

The brunet tumbled to the ground with a groan, struggling to stay awake as he hurriedly picked up his stuff and ran for home, glasses hanging precariously off the bridge of his nose.

He was completely unaware of the muscular, dark shadow watching him as he left.

'Found you.'


	4. Under the Mask: Spidey Senseless

Hello again, everyone! I have good news and bad news. The bad news is that I'm still sickly, meaning I'm coughing, squeezing, all of those unpleasant things. The good new is though that my sore throat is almost gone, along with my fever and migraine! Yes, sounds like a small accomplishment, but it's better than nothing right? Since I won't be able to update any of my stories tomorrow, hanging out with friends and writing a paper in between, I decided to update 'Under the Mask' to an even number. I can't do odd numbers for some reason; they drive me insane, so here's chapter four! Thank you to everyone who has been very supportive of me over the years; my stories would not exist without you all, so thank you again and enjoy this chapter! Some action in this one, though it raises a worrying question: Kendall, who or what is he fighting? We'll find out later in the story but for now, read, review and enjoy to your heart's content! Thank you again everyone, I hope you all enjoy this latest update! :) **Disclaimer: I don't own Big Time Rush! I just love them and writing stories about them, particularly AUs! I also don't own Spider-Man or any of other Spider-Man related characters! All I own is the plot of the story! Sorry if the action was lame!**

* * *

It didn't take long for Kendall to catch up with the robbers. The police cars were left in the dust as the masked blond took to the skies, dodging buildings and train bridges with ease while trying to piece this crime up as much as he could.

He could make out four silhouettes: one driving, two counting the money in the back while the fourth had his gun at the ready.

'Seriously, why can't you guys just get jobs?!' Kendall thought with a harsh bite to his lower lip, doing a back flip before he landed, hard, on his heels on top of the car's roof. The metal caved in a little at the surprise rise of weight, yet the impact had not been enough to break the roof into itself.

"What the hell?!" The robber driving exclaimed, the one armed sticking his head out the window.

"Who the fuck are you, you freak?!"

'I can't believe he's asking that.'

"The sheriff around these parts, so unless you want to get your asses kicked to the Carolinas I suggest you quit this little kid's game now!" Normally Kendall would have better wise-cracks to pester the baddies with, but today was certainly not his day.

He was tired, exhausted from patrol last night plus he was on edge. Having too many flashbacks of Venom in only twenty-four hours took a lot out of him; the memory of those long, sharp teeth, piercing shriek and claw-like hands made heavy chills run down his spine. The memory of James becoming Venom only made the sick sensation twisting Kendall's stomach into painful knots worse, the brunet's sweet angelic face being...being wrapped in thick, slimy black threads of goo.

The shrieking, James' outstretched hand being coated in a slimy, black sleeve followed by his soft hazel-green eyes being lost behind sinister-looking, white skin.

_"K-Kendall, help me!"_

_"James!"_

_"Agh! N-no, stop! Ugh, gah!"_

_"James!"_

_"HE-MAWHAHAHAHAHAHAHA!"_

_"NO!"_

_"MAWHAHAHAHAHA! Yes, now we can some real fun!"_

Kendall shook his head to clear the atrocious memory from his head, mind now back in present day. "Fine, if that's how you want to play it...!"

He crouched low and pushed hard off his heels; the robbers were confused as to what the masked hero was doing, until they saw the tunnel they were entering.

"What the hell is he doing?!" One of the two in the back hissed.

"I don't know!" The one driving shouted back while the one armed began firing.

'What's the best way to stop a runaway train? Full-on force.' Kendall worked his way through the tunnel until he reached the end, the place free of traffic for once since the NYPD had cleared the area since the robbers left their hit at the bank. With his feet planted firmly on the ground he began shooting ball of web after ball of web until the whole mouth of the tunnel was glistening with sticky, strong feather-light thread.

"That's covered, that should be enough to cushion the crash. Now, time for the real work-out." Kendall took a deep breath as the car's headlights illuminated the tunnel's dark, circular depth, muscles tense while he held out his hands.

"What the fuck! He's going to try and brake the car with his body!" The robber driving shouted, though the one still shooting only scoffed.

"Just keep driving!"

"We're going to crash into him!" One of the robbers in the back hissed, though the one armed only shot him a heated glare in response.

"We're going to RUN HIM OVER! NO IDIOT IN A COSTUME IS GOING TO STOP US, SO JUST SHUT UP AND DRIVE!"

"THIS IS A BAD IDEA!"

"I SAID SHUT UP!"

"STOP!"

"I SAI-"

_CRASH!_

**_-Page Break-_**

A loud crashing sound welcomed the NYPD cruisers as they finally reached the tunnel, all rushing out with guns and flashlights at hand. They took great caution as they approached a wrecked beyond recognition old Fold Fiesta laying on its back, wheels still spinning weakly while the glass of the windows littered the ground in small showers of mix-matched shards.

"No signs of survivors, the impact must have been fatal!" One officer said, guarding Captain Stacy. Said man narrowed his deep, dark eyes before he took a look over his head, torn between a feeling of relief and annoyance.

"Look again." Was all he said, his squad tilting their heads up to take in what he was seeing.

All four robbers, unharmed and conscious, webbed to the walls of the tunnel, the bags of money they snatched dangling like blackjacks in an empty theater. The one that had been armed was hanging upside down, his gun unloaded and useless at Captain Stacy's feet. Despite the fact that the car was in shambles, Spider-Man had managed to get the criminals out of possibly bodily harm before getting them all nice and ready for the police to pick them up. There were loose, broken strands of spider webbing blowing in the weak breeze entering the tunnel, but that was all that proved the masked hero had formed a blockade while using his own body as a brake.

The squad trained their flashlights on the groaning, struggling robbers, one approaching Captain Stacy. "Everything's all here, sir. The ten million dollars they robbed the bank of, the stolen Ford Fiesta..." She trailed off as she saw the skin between her boss's eyebrows curl up in thought, her blue eyes watching him carefully for a reaction.

All she got was a serious look, followed by he barking orders to get the robbers off the walls and straight to jail.

_**-Page Break-**_

'Looks like Captain Stacy still doesn't like me, just like Jameson.' Kendall thought, hanging upside down from a tall tree, watching the cruisers pull away with their targets handcuffed in the backseats. The blond sighed heavily under his mask, deep bottle green eyes dark with fatigue.

Captain Stacy has never accepted Spider-Man as New York's extension of protection outside of the common PD. Just like Jameson, he thought he was a bad influence on New York's citizens and their shared sense of justice but in a different sense: he didn't believe in Vigilantism to any extend, while Jameson was tolerant of other heroes like Iron Man or Captain America because they were part of S.H.I.E.L.D., a government organization. To him, someone taking the law into their own hands was a stupid act, a stupid act that showed no respect for the law of man. Jameson could tolerate heroes, but not the captain of the NYPD.

Even when Kendall had saved his daughter Gwen from falling to her death during a secret modeling shoot, Captain Stacy regarded the web-slinger as everything BUT a hero.

'You can't please everybody, but at least those robbers won't terrorize anyone again. I better get home, James is probably worried...' With that thought in mind, Kendall let himself fall forward, webbing across the rooftops and any close fire escapes to turn in for the day.

When out of nowhere, something...or someone landed hard on his back, followed by long, muscular arms locking around his neck.

"GAH!" Kendall struggled to break free from the iron grip but to no avail, he freaking out inside.

'W-what's going on?! My spidey sense...it didn't go off!'

His spidey sense, it was what alerted the blond of potential danger and gave him the advantage over his enemies. It was like having eyes at the back of his head; without having to crane his neck, he would be able to avoid an assault without his attacker knowing how.

But it didn't go off this time...

**_-Page Break-_**

James felt a pang go off in his chest, soft hazel-green eyes going wide behind his whole, thick-rimmed glasses.

"Kendall!"

Something was wrong, very wrong.

With that in mind, James grabbed his jacket, house keys and motorcycle helmet; he adjusted the headset he used to keep in contact with Kendall during big crime waves while activating the tracking system he installed in his best friend's suit, practically leaving the apartment in a sprint of flames.

He was quick to jump onto his motorcycle and kick it to life, his backpack hanging weakly from one shoulder as he sped away from the curb and tried to pinpoint the exact coordinates that marked Kendall's location.

'Oh no, Kendall...!'

**_-Page Break-_**

Kendall screamed as he thrown into another wall.

Half of his mask was ruined; his gums and lips were bloody, breathing uneven as another kick was delivered to his lower stomach.

"GAH!" The force of the kick vibrated off Kendall's bruised ribs, his broken wrist leaving him defenseless. Normally his healing attribute would kick in and save his ass, but not while he was beaten on by five individuals all at once.

Five individuals he couldn't see, five individuals that didn't set off his spidey sense. Five strong, silent-as-mimes individuals beating at him from all angles, leaving him as nothing but a pile of blue-and-red spandex splashed in blood.

The blond was limp on the ground, having crashed into an abandoned two-story house when his assailant(s) had pounced on him like a puma. He was unconscious by the time the five individuals decided to retreat, the tracking system in his suit blinking a bright red despite the immense darkness trying to snuff it out.

A long shaky gasp of breath broke between Kendall's badly cut lips, vision black as night as a thick, consuming numbness began to take over his whole body.

'J-James...'


	5. Under The Mask: A Venomous Nightmare

Hey everyone! Well since something happened today, I decided to just rest up for the remainder of the evening. All my classes today were cancelled, yay! God was trying to help me out here! Ha, well anyone happy new chapter everyone! Not going to say much so not to delay any further, but please enjoy! Thank you to all who are supporting this story; I'll probably have short, but still decent enough, chapters to 'Proxy' and 'Love the Way You Lie' up for this weekend so be stoked about that! I know I am, ha again enjoy and thank you everyone! :) **Disclaimer: I don't own Big Time Rush! I just love them and writing stories about them, particularly AUs! I also don't own Spider-Man or any of other Spider-Man related characters! All I own is the plot of the story! Also, italics stand for flashbacks/dreams! Forgot to mention that in the previous chapters, sorry if that confused some people!**

* * *

_Kendall was running._

_He was running through an immense darkness. He didn't know why he was running, or what he was heading for; everything was pitch black, nothing but swirling, moving shadows surrounding him._

_He was in his Spider-Man suit though his mask was missing. His dirty blond hair was dark and sticking to his forehead thickly with sweat, heart pounding hard within his rib cage. His usually lively bottle green eyes were darker, closer to an oily olive tone and were dull with fatigue._

_He had no idea where he was going or why he was here. All he did know, however, was that he had to keep going._

_"AHHHH!"_

_Kendall's stomach dropped. That voice...!_

_"James!"_

_"AHHH! SOMEONE, HELP ME! AHHH, S-STOP IT! SOMEONE!"_

_"JAMES!" Kendall pushed hard off his feet and shot a string of web out into the darkness. Surprisingly it caught onto something and he swung through the air, feet out as if to deliver a twin kick assault._

_He continued shooting threads of web and jumping, leaping off the walls trying to find James._

_Yet when he did...the blond's dream became a nightmare. A venomous nightmare._

_"JAMES!"_

_Said brunet was laying on the ground, on his back with his head tilted to the side. His eyes were wide and...hallow-looking, the light that made the soft hazel-green of his eyes stand out gone leaving them pitch black. His tall, muscular body was still and splashed with blood; almost every inch of warm, dark skin exposed by his blue shirt was colored a sickly crimson. His hair was darker than normal, from sweat and blood and his jaw was slack as if he had been killed mid-scream._

_No...not killed, no!_

_"JAMES!" Kendall made to approach him but soon...the ground began to move; the solidity of it dissipated, first contorting into smoke then finally to a thick, sticky black goo. The goo soon formed a hand, followed by a sinister-looking face with large, white eyes and a mouth full of ghastly, sharp teeth._

_It was the Symbiote._

_It let out a high-pitched, feral shriek as it took in the wide-eyed blond, one of its hands landing on James' chest. The other boy wasn't breathing, just gaping up at Kendall with lifeless eyes._

_"NO!"_

_"How does it feel? To know YOU killed him?!" Venom hissed, the pool of blood under James' corpse spreading farther and farther until Kendall's feet were submerged._

_Kendall let out a scream as he tried to step out of the crimson lake threatening to take him under, until something started to take form on the surface. A reflection. It was a reflection of, a reflection of..._

_Of him, of him in the black Spider-Man suit._

_The suit he had been wearing when he started using rage to better himself in fights, the suit that began to change him in ways he never expected nor wanted, the suit...that he had attacked James in._

_The suit that he had managed to break free from after being under its influence for so long, only for said suit to try and take over James instead, to turn him against his best friend and become the villain Venom._

_He was in the suit. He had killed James._

_"K-Kendall..." Said blond looked up in horror as James' head jerked up as if on puppet strings and began to cry, only for Venom to run his claw-like hands through his heavily saturated hair._

_"Oh don't cry, let's get even now shall we? Make him pay, make him pay! MAKE HIM PAY!"_

_"AHHH!" Soon James' once gentle, kind face became consumed by the thick, black goo. His thin, warm hands grew larger and claw-like, a larger and longer-legged spider symbol appearing at the center of his strong chest. A long, serpent tongue grazed those ghastly, sharp teeth as a long shriek left those shapeless lips._

_"NOW SPIDER-MAN, STOP US IF YOU CAN!"_

_"NO, JAMES!"_

**_-Page Break-_**

"Kendall! Kendall, Kendall can you hear me?! Kendall!" James skirted to a halt in front of an abandoned two-story house, the place old and broken to the seams from years of no care. It's clear it hasn't had anyone live in it for years.

But it was here, here was where he was getting the signal from the tracking system in Kendall's suit!

He was here, here and really hurt! The pang that James had felt earlier...it was practically screaming danger to him!

'Oh no, Kendall!'

James grabbed his bag and jumped off his motorcycle, not caring that it crashed to the concrete floor and was still running, slipping through the front door (it hanging weakly by its hinges like a broken tooth) and trying to adjust to the immense blackness surrounding him.

"Flashlight, f-flashlight." He mumbled under his breath, pulling it out and clicking it to life.

The building inside looked just as bad: broken electrical cords hanging like snakes from the ceiling, the remaining furniture coated in thick, fine coats of dust, mold growing along the walls and a huge, weathered hole in the second-floor carpeting.

"Kendall! Kendall, can you hear me?! Kendall!" James repeated over and over into his mouthpiece, but all he got back was static.

"Wait, I'm so stupid! T-the tracking system lets out a noise as I get closer! I just need to...!" James covered his mouth as he ran up the stairs.

The stairs led to an empty hallway, mold growing on the walls up here as well and the wooden roof baring a gaping hole. James struggled with a coughing fit as he carefully paced the unsafe environment, holding his flashlight high above his head as he kept his eye on his wrist-watch. In addition to it keeping time, it was the base of the tracking system in Kendall's suit.

"Come, come on...!" Suddenly his watch let out a loud noise, similar to a police cruiser's siren. A small smile touched the brunet's lips at this; Kendall was just ahead, in the bedroom to the far right!

"Kendall!" James threw all caution to the wind at this point. He jumped over the gaping hole (nearly falling through yet he had some cat-like reflexes himself) and wrestled with the fallen bedroom door for ten minutes before it was no longer blocking his way.

The bedroom was in shambles. All the furniture just ruined, shredded and in pieces while the curtains had been forcibly removed from the only window. The possibly dust-mite infested bed was missing its mattress, the wooden frame cracked in several places. Blood stains were thick in the carpet, James' face paling as they looked fresh.

'Oh God...'

**_-Page Break-_**

"Kendall!" James found Kendall's limp body in the desecrated bathroom, his legs over the edge of the tub while his blond head rested in a small pool of blood. His mask clinging to his soft, pale skin in tatters, lips and gums bloody while his broken wrist resting over his caved in stomach. The blue-and-red spandex was splashed in dried blood, the tracking system blinking a bright red and letting out the same noise.

His spidey healing factor had kicked in thankfully, because he wasn't bleeding anymore, cuts sealing themselves up, and his breathing was faint yet there. But he still needed medical attention and fast.

James' eyes were soon flooded with tears, he being careful as possible as he pulled the unconscious blond out of the tub. "K-Kendall, Kendy can you hear me? Come on buddy, come on answer me. Are you okay?" He choked out, pulling out a pair of jeans and a jacket out of his bag.

Even though he had to get Kendall out of here, he couldn't risk his friend's secret by dragging him in Spider-Man mode. Any minute now the reporters will come to try and snoop around for the latest scoop before the NYPD can chase them away.

That was not what they needed at the moment, at all.

James gently worked Kendall into a sitting position, first getting his arms through the jacket sleeves and then his long legs into the pair of light blue jeans. He pocketed the shorter boy's ruined mask and pulled his helmet over his head, packing everything else away. With his flashlight between his teeth, the brunet lifted Kendall into his arms and made for the exit, careful not to go about too hard so not to further irritate Kendall's injuries.

The brunet tried to keep his composure as he settled Kendall in front of him, take the thin motorcycle handles firmly in his hands as he kicked the ignition to life once more, using his body as a balance beam of sorts to prevent the unconscious blond from falling off the bike; James had taken off his jacket and draped over it Kendall's frail form. The last thing NYC's hero needed on his list of worries was a cold.

'But what happened? He never gets this trashed when dealing with baddies. H-his spidey sense would have ducked him out of trouble, but then why...? Unless, wait unless it didn't go off! But that's impossible! What baddie doesn't set off his spidey sense? This doesn't make any sense, but I-I can worry about that later! Right now, Kendy needs help! Hold on, h-hang with me now Kendy!'

**_-Page Break-_**

_"NOW SPIDER-MAN, STOP US IF YOU CAN!"_

_"NO, JAMES!"_

_"WHAT'S THE MATTER?! ARE YOU SCARED?! IT'S JUST US, KENDALL! IT'S JUST US, MWAHAHAHAHAHAHA!"_

_"JAMES!"_

"GAH!"

Kendall's bottle green eyes shot open and a sharp intake of breath rattled his rib cage. His vision was blurry for a few minutes, a bright light hitting him hard, before a familiar scent entered his nostrils: vanilla, and not the overstuffed sugar type of vanilla. A simple yet still sweet vanilla, warm and soft with its own glow.

James' bed sheets always smelled like vanilla. James claimed he used a scentless soap and softener when doing laundry, but nonetheless his clothes always smelled of vanilla to Kendall.

It was a comforting smell though; it meant he was safe. It meant he was home.

"Ugh...what?"

"K-Kendall...!" Said blond turned his head slightly as James appeared in the doorway, eyes wide with relief. He ran to Kendall's side, setting the cup of herbal tea he had been carrying down on the bedside table to take one of Kendall's hands with both of his.

Kendall gave himself a quick look-over before meeting the brunet's soft hazel-green eyes. He was all patched up, clean of blood and in his usual pajamas: a tank top and plaid bottoms. He was under the covers in James' large, soft bed and had a cool washcloth over his forehead; he must have felt very warm to James, as if burning with a fever.

But other than those minor details, he was okay.

"How are you feeling?" James' voice broke him free from his train of thought, he mustering a small smile for the brunet.

"Like I got run over by a train. Ugh, but I'm okay really; my healing factor kicked in before I could really bleed to death."

"Oh God, when I saw you I-I...I was afraid the worst had happened. Kendy, who attacked you? The robbers, was it them?"

"N-no, I managed to take them down and was on my way back when...out of nowhere I was attacked. I-I couldn't see who they were, but there was five total. The attacks came from all directions and what freaked me out the most was that my s-spidey sense wasn't tingling. It didn't go off; I had no idea I was going to get jumped until...well until it happened." Kendall explained with a grimace, James' eyes growing wide at this.

"So what I was thinking was on the dot, y-your spidey sense didn't go off but that's impossible! No baddie we've faced so far, big and small, have been able to do that. And you said you couldn't see them, right? None of the gangs in that area are making trouble, you've taught them a lesson and they've kept quiet as far as we know...I don't understand, what the heck is going on?"

"James, Jamie don't worry yourself over this. All that matters is that I stopped the robbers and nobody got hurt. I did what I had to do, it's okay." Kendall began but the brunet shot him a mild glare in return.

"It's not okay, Kendall! You could have been killed, how I found you scared the hell out of me! I felt something was wrong and when the tracking system went off, oh God no! I thought...I-I thought...!" James soon trailed off as his tears finally broke free, letting go of Kendall's hand to shield his face.

Kendall soon felt a boulder of guilt settle in his stomach. He was being insensitive right now.

James didn't particularly care if his life was in danger or not on a regular basis, but when it came to Kendall his overprotective streak would show itself. The brunet knew the risks the blond was exposed to as Spider-Man yet this was the first time James had broken down after a baddie round-up gone bad. His attackers must have really left him banged up, left for dead if James was reacting this way.

'If the roles were reversed, I...I'd be freaking out too. If I looked as bad as he's described, then he must have thought I was dead.'

"Oh, Jamie..." Kendall forced himself to sit up and reached out to carefully pry the taller boy's hands away from his face. He frowned when he saw tear tracks glistening against James' soft, dark skin followed by his beautiful eyes red-rimmed and puffy.

'Oh great work Kendall, you made James break down. Nice one, asshole.' Kendall berated himself as he cupped the side of James' face, wiping his tears with the end of his thumb; the brunet didn't pull away, only tangling his fingers with the ones against his cheek as he met Kendall's deep green eyes.

"James, James I'm sorry. I was being insensitive; sometimes I forget that you...that you have to deal with just as much stress as I do in this gig. I'm the muscle but you're the brains behind what is Spider-Man, and you're also my best friend in the whole wide world. If I were to lose you...I'd stop being Spider-Man. I'd quit this hero gig for good because I couldn't protect the one person I care about; I care more about your well-being than about being a superhero. The one person I care about more than anything else in this world; you didn't try to kick me out when I got into that accident at Oscorp, you didn't brand me as a freak or whatever. You're not just my partner: you're my best friend, the one who keeps me grounded and sane from all the crazy shit I have to deal with on a regular basis!

James let out a chuckle at this, Kendall smiling at the music to his ears while reaching out with his free hand to take the cup of herbal tea from the bedside table, holding it up to the taller boy's lips.

"I'm sorry. I'm going to stay home from school tomorrow; I'll stay in and get some rest, you can check up on me between classes and before work but I promise to sit tomorrow out. No stressing over school or Spider-Man duties, just staying here to sleep this mess off. You can even hide my suit, I won't try to push myself."

"Something is bothering you, though. I know you; what's on your mind?" James pointed out, ignoring the steaming cup in front of his face to stare pointedly at the blond.

Kendall wanted to tell James about the dream, no nightmare, he had been having before waking up in the shadow of a cold sweat but decided against it at the last minute. The last thing he wanted was to add Venom nightmares to James' list of worries.

"Nothing, just tired is all."

"I don't believe you, but fine. You can tell me later; right now, you need to rest so drink this. Herbal tea is famous for relaxing the mind and muscles, you'll be out like a light in no time. I'll sleep on the couch tonight, but I'm leaving the door open so if you need something just let me know. You shouldn't move right now."

"Okay, and...James?" Kendall said, the brunet about to get up for some extra blankets for his bed-ridden friend when his name was voiced.

"Hmmm?" He turned back to the blond with a patiently awaiting expression on his face, eyes not longer hard as gemstones.

"I...I owe you one, big time."

"Kendy, you owe me millions not just one." James said with a cheeky smile, yet he blushed when Kendall stroked his face in a soft, loving manner.

"I know, I know but you have no idea...just how much you mean to me. And thanks, for always being there for me. Even when...I was being an asshole before."

James didn't have to ask what Kendall was talking about.

"Don't think about it, it's in the past now. Just get some rest, okay? I'll see you in the morning..." James whispered, gently detangling himself from the blond's arms and tucking the soft, creme-colored sheets under his chin.

"Okay, okay..." Kendall said, smiling when James ran a hand through his messy hair before getting up and leaving the room, turning off the lights.

"Goodnight, Spidey." James whispered before disappearing from sight, Kendall ignoring the herbal tea completely as he turned on his side and hugged a pillow close to his chest.

"Night, Jamie."

Yet even when Kendall tried to force the nightmare out of his head, he felt his skin crawl when he noticed that James' shadow greatly resembled Venom's form.

It was just his mind playing tricks on him again, it was only that but...

'Oh God, if he's back...if he's back I'll need to do everything I can to make sure he doesn't come near James again. Not again...'


	6. Under the Mask: Open Field for His Prey

Hello everyone. I know I said that I would update 'Proxy' and 'Love the Way You Lie' this weekend, but with the amount of work I have to do for the finals for my classes I won't be able to sadly. Also, for some reason the flash drive I use to write all my stories' chapters in had been wiped clean. I don't know if it was something I did or the flash drive itself failed but all my work for both stories were erased. That makes me sad, and even angry because when I tried to find the back-ups I made in case of situations like so, the only chapters I could find were the ones for this story. I love this story sure, but all my hard work for the others...gone. It makes me really sad. So today is the last day I update for all three stories (even though technically I only updated for one). I might update next week, since this upcoming weekend I go home and have no internet access, but until then I'll be elbows-deep in papers. I'm so sorry everyone, I feel like an idiot. I hope everyone understands and will forgive me. Here's a new chapter for 'Under the Mask', thank you everyone for supporting me so even when I don't deserve it...thank you again and please enjoy. Thank God this chapter is short, or else I'd feel worse. The next chapters for 'Proxy' and 'Love the Way You Lie' had been short, since I wanted to save bigger chapters for when I'm out of college for the semester...I remember what I wrote, I'll just have to find some time later next week to get them down...**Disclaimer: I don't own Big Time Rush. I just love them and writing stories about them, particularly AUs. I also don't own Spider-Man or any of other Spider-Man related characters. All I own is the plot of the story.**

* * *

James tip-toed as carefully as he could into the room, placing a tray of food on the bedside table. He rolled his eyes at seeing the untouched herbal tea Kendall had "forgotten" to drink last night, yet his smile was fond as he took in the shorter boy's sleeping form.

Kendall looked so at ease when asleep: facial features smooth, not plagued by stress lines that he if didn't let go soon would leave permanent marks. The small yet still developing muscles of his legs and arms relaxed as he snuggled a pillow to his chest, jaw slightly slack with a bit of drool hanging there. He was all curled up like a small puppy under the covers, short mane of dirty blond hair splayed everywhere from him possibly moving around during the night.

'Well at least he's really sleeping, even without the tea.' James thought with a silent chuckle, putting up the small china cup to dump out its contents in the bathroom sink.

He washed it out well with the hand-soap and dried with one of the hand towels he had by the bathtub, making sure the sound of running water wasn't too loud to disturb Kendall from his sleep. The blond's six senses were dramatically enhanced since the Oscorp incident; a pen dropping to a carpet floor would be enough to wake him up.

Yet something was still pestering James about last night...

'Why didn't his spidey sense kick in? It's the one thing that assures me every time he goes out on patrol; I know he can take care of himself, Kendy isn't a little boy that needs someone to hold his hand 24/7, but the fact that his spidey sense didn't go off worries me. What villain, big or small, has that power? Green Goblin is dead, so is Doc Oct and Sandman left the city I think, we haven't seen him around. Then who...wait, could it be V-Venom?'

At this thought James nearly dropped the cup to the tiled floor, the warm and dark skin of his face paling to a sickly bone white shade.

Venom, the alien Symbiote had escaped the vault it was condemned away in at Dr. Conners' lab. They had managed to subdue it with intense sound waves and had taken it to James' mentor in hopes that he knew how to destroy it. Dr. Conners, without probing too much, had taken on the task of doing intense research on the alien substance and promised to report back to them when he had an idea, only for the thing to escape. Now it was probably hiding and waiting, waiting for a new host to live off of and then come back.

There was no doubt in James' mind that the Symbiote would come back to them, to come back and try to kill James and get Kendall back.

The thing had developed an unhealthy attachment to the blond while he was donning the black suit, a very parasitic love-hate relationship. It didn't take Kendall's rejection too well, especially when it had tried to possess the brunet to turn him against his best friend.

It was the like the crazy girlfriend and/or boyfriend that just won't stay away.

'Venom, maybe it's him? No w-way though, I mean he didn't have that power before did he? He didn't have that power before and Kendall didn't seem to notice any strange changes to his spider powers while in the suit. The only things that were enhanced were his aggression, flexibility and strength. Was it just because Kendall had a bad day...or is the Symbiote more than meets the eye?' James ran a hand through his hair, shivering as memories began to flood back to him.

Him as Venom, being attached to by the Symbiote and its deep hatred towards Kendall for his rejection trying to influence him. Him behind those large, sinister-looking eyes, the ghastly sharp teeth and shapeless lips, the long serpent-like tongue and the whole loud shrieking habit. He engaging in a battle with Kendall, Spider-Man vs Venom, before the Symbiote decided the brunet was too weak and dumped him almost dead in an nearby alley.

James still had nightmares about the experience even to this day, and the thought of the Symbiote coming back...it made the hairs at the back of his neck stand on end.

"S-stop, don't freak yourself out too early in the morning. Just get through school and work in one piece, then you can do some work on figuring this mess out. Kendall can't know about this though, not yet at least; he needs to get some rest, the gang that attacked him...no, not a gang. It was Venom, I'm 85 percent sure it was him. I still don't know about the spidey sense not kicking in, but the fact that Kendall couldn't see them means that they were moving fast, very fast. Big black shadows...Venom, could he have learned to make duplicates of himself? The Symbiote needs a host to live off of, but that doesn't mean it doesn't know basic skills for survival. It it was able to make solid duplicates without a host means he's stronger than before. I...I have to talk to Dr. Conners about this after school." James bit his lower lip as he left the bathroom to grab a pair of shoes from his closet.

He sat down on the floor and pulled on a pair of Vans (really Kendall's, the two shared clothes and shoes a lot), remembering he left his jacket on the couch as he pocketed his house keys (there was spare one under the welcome mat outside his apartment door, and Kendall had one of his own in the desk in his room) and tucked his helmet under his free arm.

He was thinking about taking his bike to school today, instead of walking there like he and Kendall normally did.

'Just stay calm, James. Just meet up with Gwen and Peter for class, survive the hell and you'll see Dr. Conners in no time. Just think positive; if it really is Venom, if he really is back then we'll just have to be five steps ahead of him. I can't let him get near Kendall, who knows what the Symbiote might do this time around to stay attached to him."

James sighed and got to his feet, taking a quick glance at the sleeping blond in his bed. His soft lips curved into a smile again as he walked over and pushed a few stray locks of hair from Kendall's smooth face, trying to ignore this sense of dread in the pit of his stomach.

If Venom was back...the chance of losing Kendall was back. The Symbiote had nearly transformed James' best friend of thirteen years into a bloodthirsty, unstoppable beat-up machine. The fact that he wanted to KILL Sandman had alarmed James enough, but that he also attacked him too...it was like a different Kendall.

A violent, heartless, conceited Kendall.

'Something I don't want to see ever again, I won't let that happen to you again. Not again, Kendy...'

"Umm, Jamie?" Said brunet blushed as Kendall stirred away, his blunt nose perking up at the hearty smell of a cheese-and-turkey bacon omelet, some whole grain toast with cream cheese and a glass of hand-squeezed orange juice.

"S-sorry Kendy, did I wake you?" James asked, trying to remove his hand from under Kendall's chin.

Only for the blond to take his hand and gently stroke the hard, bony knuckles under the taller boy's dark, warm skin.

"Nah, I was woken up by the smell of your awesome cooking. I'm surprised that you're still here though, are you okay Jamie?" Kendall asked, struggling to sit up.

James helped him halfway and set the tray over the shorter boy's lap, handing him the fork to start eating. "Sorry, I just thinking too much and that got me stuck here a little longer. I was just on my way out when you woke up. How are you feeling?" He asked, sitting down at Kendall's side.

Kendall was a little reluctant to start eating, but a stern look from the brunet got the fork into his mouth, he taking his time to chew and swallow. "I feel better, just tired."

"Then as soon as you finish eating, go back to sleep. Leave the tray on the bedside table, I'll get it after work." At this Kendall rolled his eyes at James.

"James, I'm not an invalid. I'll wash the dishes and put them away in their rightful places, then go to bed. I'll be stuck here all day, might as well have some excuse to walk around the house." He retorted, getting a snicker from James.

'Same old stubborn Kendall, that's my guy.' The brunet thought with a mental smirk in place.

"Okay, I won't argue with you there. Well I better get going or I'll be late, I have some painkillers in the medicine cabinet; take those if you start feeling anything even remotely close to agony. And finish this meal or I'll kick your ass so hard you'll be in a body cast for two months, got it Spidey?" James said, on his feet once more with his backpack over one shoulder.

"What, no goodbye kiss?" Kendall asked, looking...genuinely hurt.

James felt his cheeks flare a light pink at this, though managed to play it cool with a raised eyebrow. "What, right now? I mean you'll see me later, after work. By the way, I already told Jameson you're sitting today out; just to keep him from losing his mind, I already sent the new pics of Spider-Man to Robbie. According to him, they will be the front-page exclusive." He said, checking his wrist-watch.

"Thanks for that, but really now no kiss?"

"Ugh fine, come here you big baby." James said with another feign eye-roll, leaning down to press his lips to Kendall's forehead.

Only for the blond to lift himself up on his elbows and have his own lips meet James'.

Said brunet's soft hazel-green eyes grew wide and he quickly pulled away, cheeks now a vibrant red while Kendall shot him a soft, loving smile.

"You know, that made me feel so much better." The blond whispered, his own cheeks a soft pink.

"I-I gotta go, see you later Ken." James stumbled with his words as he bolted out of the room, forcing his helmet on to hide his flustered face.

Kendall's heart broke a little at the reaction he got, but comforted himself with the knowledge that what James said wasn't a total rejection.

'I know that being a hero means I can put those I love in danger, but James...the worst thing would be to love him and not tell him ever.'

**_-Page Break-_**

'I can't believe that happened. Kendall, you know being a hero is a full-time commitment. Even if we could...you're NYC's Spider-Man, you're to devote yourself to the city. Not me...I-I'm not the one for you, I'm just your tech wiz, your teammate. That's all we can be, I'm sorry...' James blinked away tears as he hopped onto his bike and kicked the engine to life, sending a text to Gwen to let her and Peter know he was on his way.

As he raced around cars and disappeared down the streets, shapeless lips were brushed by a long, serpent-like tongue.

A tall and slightly muscular figure watched the brunet boy speed away, large sinister-looking white eyes narrowing into slits.

"Looks like the Spider's not in the game today. Ah well, I still have you to play with, hehehehe..."


	7. UTM: When the Spider's Away Pt 1

Hello again. I'm...sad and still heartbroken over the loss of my work, but even pain can help create more chapters for 'Under the Mask'. (Sighs) And just when I knew which pairing was going to be the FINAL pairing in 'Love the Way You Lie'. I wrote the pairing down so not to go back on my work, and now...oh boy, here we go again. Oh, sorry everyone! Here's another new chapter, hope everyone enjoys! Thanks for the nice, kind words! Totally appreciate and thank you to BTRlover1122 for the suggestion! I'll try Watt-pad sometime in the future when my crazy college finals weeks give me the chance to. Thank you again and enjoy! :) **Disclaimer: I don't own Big Time Rush. I just love them and writing stories about them, particularly AUs. I also don't own Spider-Man or any of other Spider-Man related characters. All I own is the plot of the story. This is possibly going to be a two or three-part chapter, so hope that keeps everyone on their toes when I update next-next week. ;)**

* * *

Gwen Stacy and Peter Parker shared identical smiles as they spotted James finally arriving on his motorcycle, he taking the time to chain up before walking over to them at their usual hang-out by the flag pole.

"Hey guys, thanks for waiting around for me." The brunet said, flashing his famous Diamond smile. Gwen let out a giggle while Peter lightly punched the taller boy in the side, his skateboard over one shoulder.

"No problem, James. But are you sure Kendall is going to be okay? Falling down two flights of steps, I'm amazed he isn't in the hospital right now!" The sweet, super smart blonde noted, her bright blue eyes shining with concern.

James swallowed the guilt he was feeling about lying to the only two friends (apart from Kendall, of course) he had at Midtown High and nodded, soft hazel-green eyes going a dark golden-red behind his glasses. "Yeah he's fine; thankfully he managed to hook his arm on the stair rail before he could fall any farther. Don't sweat it, Gwen. Kendall's tough as nails, and I left your get-well card and flowers in the living room for him. Yours too, Pete."

"Still, he's lucky to have survived that. Is it okay if we can come visit him this weekend? You know, just to let him know that we love him?" Peter asked, a light blush on his cheeks.

Peter, despite the fact that he's been friends with Kendall and James for over two years, still had his shy, awkward side come out when it came to asking things from them. It didn't show up as much as it did before, yet some habits are hard to break.

Kendall and James found that nice about the other boy, though. Peter wasn't popular, but he had more brains and heart than some of them unlike the local bully Flash or snarky cheerleader Liz.

Unlike some of the populars, Peter and Gwen didn't treat James like a god or Kendall like some outcast. They treated them like normal people, and that's all the two really want in life.

James wrapped both his arms around Gwen and Peter's shoulders, nodding in response to Peter's request with a more softer, brighter smile than before. "Of course Pete, you know you and Gwen are always welcomed to come over. That is, if Captain Stacy doesn't mind his princess hanging out with a bunch of guys all weekend." He said, the perky blonde shooting him a mild glare the comment.

"Peter's my boyfriend and you and Kendall are like my brothers. I think he can deal with that, plus I can always say I'm helping you out at Oscorp with something. I do work there too, after all." She pointed out, Peter snickering at James' sheepish blush.

"Not to mention YOU were the one who got Jamie here a job there, Gwen..."

"Shut up, Pete." Said boy's snickers grew to full-blown laughter at this point, Gwen's lips pressed tightly together to suppress a devious grin.

"Oh Jamie, don't pout on us."

"I'm not!" James exclaimed, pretending to be offended. Gwen only rolled her eyes and went back to the book she was reading, her soft white-blonde hair falling down her shoulders instead of in its usual ponytail.

"Give it up, Jamie. We're putty in her hands." Peter said, pressing a light kiss to his girlfriend's cheek. Well, as best as he could around the taller, muscular brunet between them.

If Kendall was here, James wouldn't be much of a third wheel.

"Okay, okay whatever guys. You two go on ahead, I need to get some books from my locker." James said, shooting them both a wink before he untangled his arms from around them and stepped off to the side.

"Okay but don't take too long, you don't want to be late to English. Again." Gwen said, she and Peter clasping hands.

"I won't, Mom."

"What did you say, James?!"

"Oh come on Gwen, the sooner he gets his stuff in order the better. See you in five minutes, Jay." Peter called over his shoulder before he walked his still annoyed girlfriend to class.

James took a deep breath and turned on his heel. He wasn't worried about being late to class. Even though his locker was on the other side of the school, being best friends with Spider-Man can have its perks. Like learning how to speed walk without attracting attention.

'Plus, I need some time alone to think.' He added as an after-thought, chest suddenly tight once more.

**_-Page Break-_**

'Could I be right about this? The Symbiote was attached to Kendall for a good three-four months. Wait, when I...was Venom, I was able to shot webbing as well, but it was stronger, sturdier and an endless supply! I-I was able to walk up walls, stick to them, the whole package! Which means...the Symbiote will grant any subsequent host the same powers Kendall has! God I'm so stupid, why didn't I think of this before?! Venom, whoever becomes one with it will have all of Spider-Man's powers! So that means...because it has a vast memory of all of Kendall's moves, it must have found a way to not be detected by his spidey sense! Of course! That has to be it, Kendall depends on his spidey sense when fighting crime; if you don't trigger that, then you have the upper hand over him! And the ability of duplicating itself, Kendy can't do that but surly it taught itself that for survival! Oh God, that thing isn't as simple as we thought!

James leaned against his locker's open door, eyes wide as dinner plates.

'I-it attacked Kendall. It either has a host already, o-or it's waiting for the right moment to attack him! The Symbiote isn't stupid though, it won't try for him right now; it feeds on adrenaline, with Kendall weak as he is right now he'd be useless to it. So right now Kendy's safe, but that also means he'll be in constant danger when he's all healed and out on the field. He'll be open for another assault, and next time the Symbiote won't be as merciful! It might...t-try to turn Kendall into Venom. Oh no, no, no, no!

Soon James practically ripped his backpack open and dug through the contents of his lockers, digging and digging until he found a spiral notebook with a black cover.

Here was where he wrote down notes concerning the Venom Symbiote. He's been keeping this journal of sorts ever since he and Kendall came into contact with the alien substance, and even when it escaped.

'Everything that's happened, every number and calculation is in this book. I've been keeping record just in case, and I see now that I did the right thing. I haven't been able to show my updates to it to Dr. Conners, but this is the last straw. If I don't do more research now and find a way to destroy it, then it will just keep coming back. The Venom Symbiote is very vulnerable to intense sonic waves and fire...if we can find some way to combine those two together, it could be what we need to get rid of the thing for good. S-should I tell Gwen and Peter about this? They're smart and care about Kendall too, and I'm sure if they knew he was Spider-Man they wouldn't tell anybody...no, no James you can't do that. If you do that, then you'll be putting their lives at risk as well. They're great friends; the last thing Kendall and I want is to lose them...then I guess I have no choice: I'll have to approach this from another angle, through Dr. Conner's help. I'll get his input and see if I can track the Symbiote myself. It's a long shot, because if it can evade Kendy's spider sense than my chances are even slimmer, but I have to at least try. I can't wait for the worst to happen, I can't let Kendall get hurt again...

At this James sighed heavily, feeling tears burn his eyes.

'Kendall, w-why did you kiss me? I've had these feelings for quite a long time now, but then you became Spider-Man and...you have a responsibility to this city. I can't ask you to quit being Spider-Man; this city needs you, it's a better place to be in now and I can't take that away. From the citizens, from the kids that look up to you, I can't. You're not just Kendall Knight anymore, you're also Spider-Man and I love both sides of you but I wouldn't be able to live with myself if you got hurt because of me. You're angry inside, I can tell; what the Venom Symbiote tried to do, t-turn us against each other that is still haunting you. I nearly k-killed you. I was fighting but at the same time it was able to use my body to hurt you; I became a monster, even if I didn't want to I did. I-I care about you, more than just a brother or best friend or teammate, I care about you like Gwen cares about Peter and vice-versa, but they're different from us. They don't have to worry about one of them never coming back one day...

The brunet ran a hand through his tousled chocolate hair, the other clutching the notebook to his chest.

'I'm sorry, but I can't be with you, Kendall. Not that way; you should go for someone who has powers too, that way no worries about kidnaps by baddies or death. I'd only be in the way, I can't be what you need. I'm just your tech wiz, your bro and back-up when things get too intense. I can be all that but nothing more; ha, normally it's the hero saying it's better to be alone than in a relationship. Guess I'm the outlier in this case. The one time I had powers...

_"MAWHAHAHAHAHA! Yes, now we can some real fun!"_

'The one time I did, I became something I never wanted to be...

_"Oh don't cry, let's get even now shall we? Make him pay, make him pay! MAKE HIM PAY!"_

___"AHHH!"_

_"NOW SPIDER-MAN, STOP US IF YOU CAN!"_

_"NO, JAMES!"_

_"NOW SPIDER-MAN, STOP US IF YOU CAN!"_

_"NO, JAMES!"_

_"WHAT'S THE MATTER?! ARE YOU SCARED?! IT'S JUST US, KENDALL! IT'S JUST US, MWAHAHAHAHAHAHA!"_

_"JAMES!"_

'And you had to see that, Kendy. You had to see what I became...Venom, what we became...

_"MWAHAHAHAHAHAHA!"_

'And that's why, that's why we can't be together. It's for the best; you deserve better, Kendall. That kiss...I would have made it last longer on my half but it was sweet, just how I imagined a kiss from you would feel. Sweet, warm, safe and familiar. I just wish it didn't have to be our first AND last kiss...' With that James quickly packed his "Venom" notebook away into his bag and closed his locker door, redoing the lock with a sad look in his eyes.

"Hello, beautiful."

**_-Page Break-_**

"HELLO!" James screamed and nearly jumped a foot into the air when Jett Stetson's face popped out from behind his locker door, it now closed while the brunet had a hand over his racing heart. His expression clearly screamed, "What the FUCK are you doing?!", eyes wide with a mixture of confusion and surprise.

Jett chuckled at James' reaction though, as if it was completely normal. He leaned against the bank of lockers lazily, dark golden-brown eyes practically devouring the other boy in front of him.

He had a look of absolute lust, hunger so intense it made the hairs at back of James' neck stand on end.

"Haha, did I scare you?" Jett asked, getting a glare in return.

"What do you think, Stetson?"

"Sorry, I just wanted to say hi is all."

"Okay, hi. Now, bye." James said flatly, shrugging on his bag and turning on his heels to leave for English. He had better things to do, like get to class and meet up with Gwen and Peter than to deal the narcissistic blond who messed with his best friend on a daily basis.

"Come on now James, why the cold shoulder?" Jett asked, catching up to the other boy with ease. James ignored him and continued stalking down the hall, desperate to escape the other's range.

"If it's because me and Kendall don't get along, it has nothing to do with you." Jett pointed out; still no response, though.

"Then again, you sure are a nice piece of eye-candy." That made James snap.

"Don't call me that, Jett. Unlike you, there's more to me than just looks." Jett's perfect lips curved upwards in a smile, invading the brunet's personal space as he wrapped an arm around James' slender waist.

"Ah James, you have me all wrong. I'm not as bad as Kendall might make me out to be."

"I see how you act here, and at work. Trust me, I don't judge a book by its cover." James said, annoyed now.

Why was Jett talking to him? Every time they crossed paths, the narcissistic blond would just look at him like an old fashion trend. He disliked the fact that James, despite being a fellow popular and good-looking himself, was idolized more than him. Jett wasn't a "loser, a nerd" as he so bluntly called James, yet he still wasn't the most drooled over guy in school.

Ha, even high school had its decent side!

"Well if you didn't a judge a book by its cover, then you wouldn't be so harsh with me." Jett retorted, snickering when James beat his arm away.

"Please, you were the one who started this. You picked on me, it backfired on you, the end. Now if you'll excuse me, I have class to get to." James hated the fact that he was polite to a fault; sometimes he wished he could flip someone off like it was nothing.

But his mom Brooke pounded those manners into him, and habits are hard to break.

"You mean you're going to meet up with that bubble brain blonde and Parker?"

"Don't call Gwen that, and give some respect to Peter. Unlike you, he can get a date." James growled over his shoulder, eyes narrowed. Jett's smirk didn't fade away though.

'So, he's very protective of his friends. Meaning he's very protective of Knight, too. I wonder...'

"Aw, so much hostility and I was only trying to be a good guy and give you back the book you dropped." At this James froze and turned around, holding back the gasp at the back of his throat when he saw Jett fingering his "Venom" notebook.

'H-how the hell did he get that?! It was in my backpack!' The brunet checked all the zippers; all of them were still intact, still closed over his books and pencils.

It was like Jett had reached in and grabbed it without touching James. That, or without James really noticing.

"Give that back." James said, snatching the book out of Jett's hand. The blond didn't even flinch or fight back, only smiled a smile that fitted an angel that was really a devil inside.

"Sure, but now since we're late to class, Mr. Nicolas will partner us up for our usual movie assignments. See in you class, partner." Jett let a laugh pass between his lips before he began trekking forward, leaving James standing alone in the deserted hallway.

'How did he do that?' James thought, boggled beyond belief.

But he didn't have time to stand around and ponder that mystery out, though. He had to get to class, so with a sigh he unzipped his bag again and shoved the "Venom" notebook away, pulling the hood of his sweatshirt up over his head.

He was completely oblivious to the thick, stringy black goo now stuck under the bottom of his left shoe.


	8. UTM: When the Spider's Away Pt 2

Hello everyone! There's no classes today, well except the evening ones but I don't have any evening classes thank God, and I did manage to write three pages of a six-page paper due next Tuesday so I'm doing good so far! I should have it done and submitted to my professor by tomorrow morning; that means only ONE project left to tackle with! So I'm going to relax for now and write a new chapter of 'Under the Mask' since the others have been updated as well. I want to keep the dates of the stories' updates close together, makes it easier to remember which one to update next time around! I have to say, I'm really surprised this story is getting so much positive feedback! It's not the first time I attempt a Spider-Man!Kendall story, but it's the first time I'm ready to go through with it all the way! I'm doing my research on Venom as much as possible; even though I'm a die-hard fan of Spider-Man my knowledge on his archenemies is a little weathered down, but so far I'm on the ball with that! And I'm SO STOKED for the new Spider-Man movie coming out this Friday! I'm hoping to see it with my sister, mom and step-dad this weekend. It would be a nice break from all the papers and research projects and inventive projects I've had to do non-stop as of late! So stoked and ready to go Spidey! Oh, sorry about that! Was rambling again, but thank you again to everyone giving this story a chance and I hope you enjoy this next chapter! Again, I'm not sure if it will be just a two-part or three but I can assure you last chapter was just the beginning! Jett is getting close to James, the Symbiote made an actual appearance for the first time and Kendall is out of the game. That can only spell bad news. Still, sit back and enjoy the ride! Thanks for the reviews everyone, totally appreciate and it helps a lot getting input and suggestions! I want to make this story as amazing (haha, see what I did there?) as possible! Thanks again and once more, enjoy! :) **Disclaimer: I don't own Big Time Rush! I just love them and writing stories about them, particularly AUs! I also don't own Spider-Man or any of other Spider-Man related characters! All I own is the plot of the story! And shout-out to James for such a great performance on DWTS last night! Totally blew my mind, and it was so cute that the rest of the guys, Mama Schmidt, Papa Maslow, Alexa and Mama Henderson were there too! So much support from the rest of the cast, great job my sweet little superstar! :)**

* * *

James was on edge.

James was on edge. Sure he was able to seem normal on the outside, sitting next to Jett in English and getting the work Mr. Nicholas assigned for the period done. He was able to seem normal in the notes he and Gwen passed around to each other, she and Peter concerned as to why the most narcissistic boy at their school was sitting with their friend. He was able to seem normal in the quick, one-word responses he gave Jett for every question he asked; he didn't answer any questions concerning Kendall though, that information was for friends only.

Jett, if anything, was everything but a friend.

Yet he was still on edge, he was uneasy inside.

He was still freaked out over this morning in the hallway. He knew he put his "Venom" notebook away in his backpack, all zipped up nice and tight for no one to touch. It made no sense how Jett was able to get his hands on it without tackling the brunet to the ground and snatching his bag away. That was the only way he would have gotten it: physical contact.

The fact that he didn't have to even brush shoulders with James to get his notebook...that was creepy in itself.

James snuck small glances at the blond as they worked, Jett having a deeply bored expression on his face. His soft hazel-green eyes turned a fiery golden-red behind his glasses, hand not writing away tense under the table.

'Just how did he do that? It's makes no LOGICAL sense, I didn't feel his hand going down my bag...so how? It's impossible, impossible!' James flinched at his train of thought. It was repetition; the same thing, over and over but nothing helpful resulted from it.

He hated when he suffered repetitive thoughts. To him, they hindered his ability to solve problems at his usual five-minute rate. Repetitive thoughts with no positive result also made him panic. Panic because the solution he's trying to piece together isn't coming to him in workable, simple chunks.

If this was just another math problem in class, he wouldn't put so much emphasis on finding the solution. But it wasn't just another math problem in class, or math problem in general. This was serious, very serious because if his assumptions were heading in the right direction...

'Then Jett is hiding something. I can only think of one thing that move on its own and alter anything it touches...' James swallowed hard as images of a long, serpent-like tongue and ghastly sharp teeth flashed before his eyes, the small buzzing in his ear of that insane laughter making his skin crawl.

'Oh God...is it really...?'

**_-Page Break-_**

Gwen's bright blue eyes narrowed as she noticed the slight changes in James' body language: his shoulders grew stiff and his eyes changed from their usual deep hazel-green to a fiery golden-red.

"Something's bothering James." Peter whispered to her, not blind to the distraught state the brunet was trying yet failing to hide. They weren't Kendall and James' best friends just for show.

"I know, I see it too. I didn't see Jett's lips moving so he probably didn't say anything to him, but something is definitely bothering James." She whispered back, chewing on her lower lip.

Peter tapped the eraser of his lead pencil against the smooth table top in thought, when his own light blue eyes lit up. "And I think I have a way to snoop for the reason." He said before he suddenly dropped his pencil to the floor.

"What are you doing?" Gwen asked, though her boyfriend just gave her a grin as if to say, "Just watch".

His pencil rolled across the plastic floor before it came to a sudden halt at one of the legs of James' chair, the sudden jolt making the boy jump. Even though he didn't have super-sensitive spidey senses like Kendall, being around that for a long time has definitely made him more alert of his surroundings. He looked down to see Peter on his knees, picking up his pencil...at a rather sluggish rate.

"Pete?"

"Jay, what's wrong?" Peter whispered, hoping that Jett couldn't hear them through the ear buds he had put in before class started. Mr. Nicholas was too busy grading papers at his desk to notice two of his star students bickering to each other.

"What, Pete what do you mean?"

"I mean that something's up, James me and Gwen know you: when you tense up and your eyes change colors it's because something's bugging you. You seemed odd earlier too, when we left you at your locker. Did Jett do something to you, or did he say something?"

James bit his lower lip and shook his head, that guilty feeling from before now like a boulder crushing his ribs. He really hated lying to Gwen and Peter, but what else could he do?

He couldn't tell them about the Symbiote or that Kendall was out of school due to getting badly beaten while out on Spider-Man duty.

No, no he couldn't tell them that. Especially if he believed Jett was Venom's current host.

Sitting next to the enemy, wow and at first James thought his life would never take such a cinematic feel...

"I'm fine Pete, just tired is all. I couldn't sleep all that well last night, I was worrying over Kendall a lot." Well that wasn't a complete lie, James swore he lost some hair driving himself crazy over the superhuman blond's health the other night. Even though the spidey healing factor kicked in and Kendall slept through the night, James couldn't help but feel the urge to cry at remembering just how bloody and broken the blond had been when he found him.

Peter saw the faint tears in James' eyes though, that proving the suspicion right that something was wrong. "Jay, you look like you're about to cry. Tell me please, me and Gwen are worried."

"I'm okay, Pete. I'm just worried about Kendall okay, I don't like the idea of leaving him alone when he's recovering from a fall like that. I-I just...just need to be given some space to think. Please, I need that..." James replied, not realizing that was what would possibly lead to his downfall.

Peter gave his friend a grim look before sighing and heading back to his seat, James fighting back the urge to rest his head down on the table and let his growing headache knock him unconscious.

"What did he tell you?" Gwen whispered to Peter when he was back at her side, though the blue-eyed brunet shook his head.

"Nothing."

**_-Page Break-_**

On the outside Jett looked calm, bored and disengaged from the rest of the world. He was done with the work so now he was just listening to music, waiting for the class to be over.

Yet on the inside he was smirking, smirking a cruel smirk.

Why? Why was he was smirking?

...It was because of the small string of thick, sticky black goo clinging to the bottom of the unsuspecting Peter's shoe. It was stuck to the bottom of his shoe, yet it soon split in half and that half scurried into Gwen's backpack.

Three chunks of the Venom Symbiote loose: one on James, one on Peter and the last with Gwen.

'Hahaha, James you're such easy prey...'


	9. Under the Mask: One Venom is Poison

Hey everyone! I finished ANOTHER big project today! Yes, a positive in the otherwise gloomy week I've been having. Sorry if I sound so disengaged last chapter, my lovely and wonderful readers; let's just say that I had something happen to me earlier this week that has been bugging me a lot, but I'm sorry if my negativity had affected the updates of my stories. I will be better next week for two reasons: I get to go home this weekend to spend time with family, and the new the Spider-Man movie is coming out this Friday. I'm looking forward to those two things cheering me up, so again I'm sorry if I seemed so bland these last few days. I promise I'll be better next week, but I will update this story two more times this week in honor of the new Spider-Man movie coming out so hope everyone will be stoked about that. This chapter is where things really start to get ugly. As in Venom ugly; I know, bad joke but at least I tried! :) Anyway, I hope everyone enjoys this new chapter of 'Under the Mask'! Sit back, enjoy and tell me what you think! I always love reading input from my readers; you all keep this writer going, plus I get ideas and suggestions to make the story better which is awesome! I want to make every story I write a great experience! Read and enjoy! :) **Disclaimer: I don't own Big Time Rush! I just love them and writing stories about them, particularly AUs! I also don't own Spider-Man or any of other Spider-Man related characters! All I own is the plot of the story! I hope this chapter turned out to be longer than the last one!**

* * *

Kendall looked up from the book he was reading when he heard the front door open and close, signaling the return of his brunet roommate.

Wait, was roommate the appropriate term? Or apartment-mate?

The blond shook off that silly train of thought and got to his feet, smiling when he found a tired-looking yet also smiling James sitting on the couch.  


"Hey, you're back. How was work?" Kendall asked softly, taking the empty seat next to James. The brunet let out a dramatic sigh and rested his head against the shorter boy's chest, bringing his legs up to dangle over the couch's right arm.

Kendall chuckled and wrapped his arms around the taller boy, playing with his short chocolate hair.

James rarely let anyone touch his hair, but he never hounded Kendall when he did. He was the only one who could mess up his hair and get away with it, apart from the boy's own mother.

James shifted slightly so that his soft hazel-green eyes met the bright bottle green hovering over him, his smile still in place but a tiredness was heavy in the lines marring his forehead. "It was okay, but Dr. Conners wasn't there today. Something about being sick, that's what I heard from the receptionist in the lobby. I hope he's okay, he rarely calls in sick." He replied, biting his lower lip.

He was genuinely worried about his mentor, don't get him wrong, but he was also disappointed about not being able to talk to him about Venom.

James was 99.9 percent certain Jett had something to do with Venom. The fact that the blond had managed to snatch his notebook without touching him, plus the fact he felt really uneasy around him during English, has not left the brunet be. Normally James was weary of his surroundings; almost getting killed three times by big time baddies and being Spider-Man's tech wiz can do that to a person, make them suspicious of anything and anyone they meet. You don't survive New York City without street smarts and guts. It was like the number one rule of these alleys, twists and turns: know how to fight, or be killed.

But this feeling, this spine-chilling sensation did not come around on a regular basis...

"James, James what's wrong? I can tell something's bugging you, what's up?" Kendall asked, his facial features now strained with worry. James sighed again and sat up, though he reached out and took one of the shorter boy's hands.

"Kendy, I...I think Venom's back. He's back, and he's nearby. Really nearby."

There, he said it. He didn't sugarcoat it nor stalled the inevitable.

Yet it still broke his heart to see a mixture of fear, anger and surprise light up Kendall's eyes.

"H-how do you sound so sure, Jamie? I mean I'm not doubting you, but what happened? What happened, did that thing hurt you?!" James shook his head and moved his hands to the blond's shoulders as if to restrain him.

"No, no, n-no! Nothing like that Kendy, please don't freak out! I wasn't hurt, it's just...something happened. With Jett." That only made Kendall's eyes shine brighter in alarm.

"What about him?" He asked, voice hard and steely now. James swallowed hard, feeling a little uneasy again.

Even though he knew Kendall didn't mean to hit him while...while he was under the black suit's influence and that he'll never do that again, but that look in his eyes right now...

'It's the same look he had while the Symbiote was attached to him.'

"Jett...I, you know that notebook I keep on Venom?" Kendall nodded at this, tightening his arms around James, which were still at his waist.

"Well...I was getting that notebook from my locker this morning before English, because I wanted to see if I could talk to Dr. Conners after school about the Symbiote, well talk to him more about it. I had my suspicions about some possible abilities the Symbiote may have learned while on its own, but I wanted to run them by him before telling you anything more. And well, as I was heading to English to meet up with Gwen and Peter...Jett caught me in the hall. He started making small-talk and I was doing a good job rejecting his lame attempts, until he practically waved my notebook in my face. The notebook I can swear to you right now I had put away in my backpack; there was no way he could have taken it from me without tipping me off...

"But he did?" Kendall asked as his friend's voice trailed off; that got him a big frown from the brunet.

"Y-yeah, he did. I don't know how, but I think Venom's responsible. I mean, the Symbiote was able to move things on its own, but I think this time not just move on its own but actually take things and move them. I think the Symbiote can move things on its own, with or without a host, but also use camouflage. It can possibly blend in well enough to look like regular, normal clothes. If it can do that, then it can bond with anyone around us; I also think that because the Symbiote attached itself to you, a mutant of sorts, that it learned to copy your Spider-Man powers. I-I remember I was able to stick to walls, web-sling, and all sorts of things while under Venom's control. Whoever is the Symbiote's host now may have the same powers you have, which means they know how to avoid being picked up by your spidey sense. You depend a lot on your spidey sense when fighting baddies, so thinking that the Symbiote has found a way to not set it off is a pretty good indicator that ANYONE can be a potential suspect. A-and there's something else!

"What, what is it James?"

"I...I-I think the Symbiote also knows how to duplicate itself. You said that the...group that attacked you after the failed robbery getaway, you said there were five of them but you couldn't exactly tell right? That alone has been bugging me a lot, since it made no sense. At least, not at first; I was thinking about small-time baddies, maybe they got hold of some tech from Oscorp that they've been waiting to use on you...until Venom popped into my head. If what I'm thinking of is correct, if the Symbiote wants to reattach itself to you, then it will need more than just itself to do the job. If it has learned to duplicate itself, it means it can spawn more of itself meaning it can have more than one host. It can spawn, reproduce whatever you want to use, the thing is though that more parasitic Symbiote means more Venoms. It can possibly duplicate itself to match an army...!"

"And if it does that, once it gets through with its sick obsession over me it can take over the entire city!" Kendall finished for James as his own horrified expression came into play.

"A Venom army..."

"That won't happen though, because we'll find out for sure if your hunch is correct. Listen James, I'll go to school tomorrow and you go visit Dr. Conners at his house. I'll cover for you, but the only way we'll know for sure if Jett is Venom now is to get the say-so from Conners. I'm sure he'll have you come over since this is an emergency; I'll keep an eye on Jett tomorrow while you're gone."

"B-but Kendall, what if Jett IS Venom?! You're still too weak from facing the Symbiote, what if he tries something?! You'll be easy prey if he does!" James said, shaking his head in rebuttal. That didn't discourage Kendall, though.

"James, it's a risk I have to take. Like you've told me before, I have a responsibility to the city. If there's a chance millions of innocent people could be at risk, then I have to do everything that I can to protect them. We can't let Venom become an army, if that happens then we're screwed. We can't let what happened to us happen to other people; I know you're worried, you're worried not only about an Venom army but about me too. I know you're worried about...about the chance that thing attaching itself to me again, but I promise that won't happen. It won't happen again, I promise.

"K-Kendall..."

"I promise, James. I promise I won't let that happen again. I...I l-love you and-"

"N-no, please stop." James cut him off suddenly, detangling himself from Kendall's arms and bolting straight to his bedroom.

"James, James wait!"

**_-Page Break-_**

James was on his stomach in bed, arms crossed under his chin. Tears shined in his soft hazel-green eyes, which were slowly turning a smoldering golden-red. He hugged a pillow close, biting his lower lip to hold back the sobs at the back of his throat.

"...James?" Said brunet flinched at the sound of his name, pushing himself up into a sitting position with ease. He tucked one leg under him, the other dangling over the edge of his side of the bed, hugging himself as he looked up.

Kendall was in the doorway, one hand on the ajar door. His eyes held confusion, confusion but also pleading.

James' tears finally broke at seeing the hurt in those eyes, he ducking his head as Kendall took a seat in front of him and cupped his right cheek.

"James, Jamie what's wrong?"

"P-please, don't ever say those words again...please, Kendall." The brunet whispered, trembling now.

"W-why...?"

"Because it's not right, that's why!" James hissed, his now puffy, red-rimmed eyes meeting the confused blond's.

"It's not right, we're j-just teammates that's all! Roommates, best friends, teammates but nothing more!"

"And why can't we be, because I'm not stupid! I'm not stupid, James! I know you feel the same way, I-I know you do!"

"That doesn't matter, Kendall! The fact is...that y-you're Spider-Man. You have a responsibility to the city, to the people of New York City! I'm nothing, nothing on the scale of importance for Spider-Man."

"If you weren't, then why would Venom try to go after you?! Huh, why would he go so far to hurt the person I LOVE if I didn't?! If I DIDN'T love you, then why?!" Kendall exclaimed, frustrated. Tears shined weakly in his eyes too, they small physical signs of just how badly his heart was breaking right now.

His heart was breaking, breaking...

"He's after me possibly because I'm your tech wiz, Kendall. I know everything, your secret, how the suit works...everything! My brain is a vault of information for him, but that's all! It has nothing to do with your feelings, nothing! It's a parasitic substance; the only feelings it cares about are its own." James retorted, expression hard now.

Kendall's eyes went wide at this. James was usually someone who went with his heart instead of logic, well except when he was in tech wiz mode. The brunet was famous for wearing his heart on his sleeve, for knowing pain but also for chasing after what he wanted.

James Diamond wasn't a quitter, he fought for what he wanted until there was nothing left in him.

But then why...

"W-why are you giving...me up?" Kendall asked, James' lips turning upwards into a sad, watery smile.

"...You only know you love someone if you let them go. This isn't about me, Kendall; this is about you, and being the hero that everyone looks up to. You need someone like you, with powers and that won't run the risk of being bait to get to you. Spider-Man can't let his enemies close, which is why he can't have someone. He can't have someone waiting for him, telling him...how much he l-loves him, nothing. I was used as a bargaining chip before for Spider-Man simply because of rumors that I was his friend; if it got out that I was DATING Spider-Man, then your life would turn into a complete hell.

"No one will find that out, Jamie! I would protect you with my life, US with my life!"

"Nothing in the world is worth dying for, Kendall!"

"It IS worth dying for it's something I want! If it's something I want, and I want this chance to be happy! I want to be happy, James, happy with YOU! There's more to Spider-Man than the NYC's hero! Spider-Man has a heart, I have a heart! I-I want to be happy with the most amazing, beautiful and loving person on the planet! My best friend, my partner in crime, you! You feel the same, I know you do!"

"AGAIN, THIS ISN'T ABOUT HOW I FEEL! I'M DOING THE RIGHT THING, I WON'T TAKE NEW YORK CITY'S SUPERHERO AWAY FROM THE PEOPLE WHO NEED HIM! I'M NOT THE TYPE TO BE SELFISH, I WON'T ASK YOU TO PUT YOUR RESPONSIBILITIES IN SECOND PLACE JUST FOR ME!" James screamed, pulling away from the blond and curling up more into himself.

Kendall let his hands drop to the soft, warm sheets. His eyes were wide and wet, breathing uneven. He was speechless; his voice was gone, lost among all the pain, confusion, and soon enough numbness he was feeling well up inside.

James rose from his bed, carrying a pillow and light blanket. "I-I'm sleeping on the couch tonight, take my bed and please rest..." Was all he said before he walked out, closing the door behind him.

Kendall collapsed, falling into the full, sweet-smelling sheets face-first. He clutched them between his fingers, body shaking as he softly, silently cried tear stains into the light creme-colored sheets.

James leaned against the door, one hand pressed to his mouth as he sat there crying as well, on the floor with his bare feet tucked under him.

'J-James...'

'Oh God, I'm sorry Kendall...'

**_-Page Break-_**

Gwen Stacy was fast asleep in her bed, bright blue eyes hidden under her light lids.

She was curled up under the blankets, white-blonde hair out of its ponytail to trail her pillow cases with feather-light touches. She was in deep sleep, resting up for another day of school tomorrow.

The Symbiote sample that had snuck into her backpack began to crawl up the bed frame, resembling an ink stain spreading fast among the sheets. It climbed up her legs, crossed over her arms like bridge before reaching her collarbone, all the while she beginning to struggle as her peaceful slumber soon became a nightmare.

Gwen groaned and kicked in her sleep, trying to fight off whatever that was feeling like...it was trying to drown her but sadly to no avail. It wasn't before long that she woke up with a start, yet her pale, angelic face was soon lost under a wave of black, stringy, web-like goo.

She couldn't cry out for help, scream for her parents or turn on her lamp. All she could do was gasp as everything soon went black, followed by a weird shriek of a laugh echoing in her ears.


	10. Under The Mask: We're not meant to be?

Hello! Hello everyone and welcome to a new chapter of 'Under the Mask'! It's on! It's on, it's on, it's on! Venom is definitely back and it's not just one Kendall will have to deal with! Oh my, I'm so horrible to him and James aren't I? Well, before the action picks up again...I thought a bittersweet Kames chapter was in order. From what we saw last chapter, James rejected Kendall because he feels them being in a relationship would only burden our blond hero more. James only wants to protect Kendall, but has really only left him weaker. Weaker because Venom can and will use this wedge between them to his advantage; I'm getting ahead of myself here, however, so instead of blabbing on about the bad stuff...how about I slow it down a bit? Sounds good? Thank you everyone for the support, reviews, everything. I really appreciate it, it helps a lot to know I have such encouragement behind me. It's really beautiful, just like you all and thank you again. Hope you enjoy this slow-down, bittersweet Kames chapter. ;) Enjoy! **Disclaimer: I don't own Big Time Rush! I just love them and writing stories about them, particularly AUs! I also don't own Spider-Man or any of other Spider-Man related characters! All I own is the plot of the story!**

* * *

James sighed as he stood outside his bedroom, sheet and pillow in one hand. The other was in a fist, up in the air yet not meeting the wood.

His face felt sore from crying; his eyes were red-rimmed and puffy, they still a smoldering golden-red instead of their usual hazel-green; his overall facial expression read fatigue, but also regret and pain.

He regretted hurting Kendall the way he did, it had broken his heart just deciding to ignore the three words he's has dreamed of hearing for years from the blond. It had hurt him very badly, just as badly as it had hurt Kendall...but it was the right thing to do, right?

Kendall was a superhero, freaking Spider-Man. Spider-Man can't have a boyfriend, because then if big time baddies found out they'd use that info to break him. They'd use James to break Kendall, break him once and for all.

Just like Venom tried to do all those months ago.

But...

The brunet couldn't take it any longer. He finally took the brass knob in his trembling left hand and twisted it about, taking a half-step back. The door made no sound as it went back on its hinges, Kendall's sleeping form visible despite the thick darkness surrounding him. James took a deep breath and walked in, careful as he closed the door behind him and locked it. He made sure the front door was locked and all the windows closed, curtains drawn.

New York City was beautiful, but leaving anything open was just asking for trouble. Daytime was bad, but nighttime was just asking to get robbed and/or killed.

Thank God James was a genius; the guy made his own damn security system. No one could get in unless they had business with the two boys.

James took the left side of the bed, Kendall curled up to the right, and sat down. He ran a hand through his hair, over his face and breathed in deeply only for it to escape him in a heavy sigh once again. He tilted his head to look at Kendall's back, his breathing even now.

'I-I didn't mean to hurt you. I just...I'm just tired of being used against you. First Green Goblin, Doc Oct then Sandman...and now possibly Venom again? I'm tired of that, K-Kendy. I'm tired of always being that one person that can really hurt you.'

"It's not fair to you. You need someone strong, that can handle anything that the world throws at Spider-Man. You need someone like that, someone with powers and who isn't so helpless. I-I love you, Kendall. I really do, w-with all my heart...but I realized something when you were being fed off of by that..._thing_. I realized that this whole time I've been the perfect target. If someone wants to break their enemy, then they take away what they love the most. T-thank God Mama Knight and Katie aren't here, because they're safe. They're safe, and that's good; I would hate myself even more than I do now if they were at risk of getting hurt too. Apart from my own mom, Mama Knight and Katie are all I have. You know me and my dad...wow, ever since I moved here he hasn't called or e-mailed me. Nada, nothing for me from Daddy. Logan and Carlos manage to keep in contact and they're in fucking college, shows that my bros care more about me than my own dad. You and I have always been close, but I think that living together for two years made us even closer. I always f-felt this way, about you but never tried anything.

"I never tried anything because I always got insecure. About myself, who I am and whether I was good enough for you or not. Even though...I always acted like this cool, calm, collected and confident player who made all the girls swoon and guys jealous...I n-never felt like who I was pretending to be was me. Only now am I deciding to be who I really am, and that's thanks to you. You've always been there for me, ever since we were kids. I love Carlos and Logan, they're the best but you...you always knew what to say. You always knew what to say, what to do when it came to me; I don't think there's ever been an instant in which you lost your cool with me or didn't know how to help me handle my problems. You know about me being bullied for being chubby as a kid; you know about how sometimes I get all body image issue crazy; you know about the times when I would get depressed, depressed and break down crying over my parents splitting up. They split up because...because they had different parenting styles and Dad didn't like that I was into music, theater, the arts basically. Yeah I'm a tech wiz too, not as much as Logan, and I'm good at math and science but that's just one side of me. Dad didn't like every side, every side of me so he g-got up...walked away from me and M-Mom and married some lady fifteen years younger. I still blame myself for them splitting up, you know? I still do, because I don't know what else to believe. Mom has been my mom, my dad, my best friend and disciplinarian; I like to think she did a pretty good job with me.

James wiped at his eyes, the tears resurfacing.

"I think I turned out okay...I have a great job, the best friends in the whole world, a great mother, you. I have everything most people would sell their souls for; there's always a price, though. A price to keep that...keep everything you love. Mom doesn't know I'm Spider-Man's tech wiz, the only secret I've ever kept from her; Carlos and Logan don't know why sometimes we look like we were just attacked by hell-fire, we can't tell them anything. That includes Gwen and Peter too, because they're in the dark about this like everyone else; you and I...we're a team, but I still ended up falling for you. I r-realized my feelings at fourteen; I already knew I leaned more towards guys than girls, that's something you learn about as a kid. Something you feel, but I realized how I really felt about you at fourteen. I tried to stop seeing you that way, ha even when Logan and Carlos were saying you felt the same. Of course I didn't believe them; out of everyone in the world, why choose me? You can have anyone, Kendall...

James sniffled as he turned to fully face Kendall's still body, lifting the covers up so he could slid into bed with him. He turned so he rested on his side, one hand reaching out to play with the blond's short, wild hair. The brunet rested his head down on the nearest pillow, trying yet failing to ignore the drying tears stains embedded in the soft, creme-colored case.

"Why me though, why me? Why me, the guy who once acted like a superficial, pompous, brainless asshole? I was like Jett at one time, only caring about my looks and image. I could love anyone and everyone, but not myself. I-I love you, there's no one else I can see myself with...! I've tried to, really I have and nothing ever lasts. There's so much between us, so much history that trying to...r-replace you, it's impossible. I've loved you this whole time and I wish that things could be different. I've waited years to hear you say what you said to me...I've dreamed of those words over and over, you have no idea how it felt. How it felt to hear you say them: it felt a-amazing. It was beautiful, because it wasn't perfect. Everything in my life has had "perfect" timing: my parents' divorce, moving here, this Venom thing. Everything seemed to have a time and place to fall along, and then...oh God, I love you too. I love you too and I wish I could say these words back...! I wish I could give you everything you want, everything you need. I wish I could give you one night...one night that if only could last forever, then I would do everything to show you that I love you too. I would, I would...

James leaned over and pressed a soft kiss to the shell of Kendall's left ear, making sure his voice was still low and that his tears wouldn't land and run down the shorter boy's neck.

"I wish...one night, that I had one night to pretend that the lives we are in a just dream; just one night to stop everything in its tracks, and be with you."

"Then stay."

**_-Page Break-_**

The brunet's eyes grew wide when Kendall suddenly turned to face him, wide awake with slightly wet eyes and a look of absolute love and desperation.

Love that was clear in his expression, love that was reflected clearly in James' own eyes. Desperation, desperate for that one chance. Desperation for that one opening, the one opportunity he has to get James to stay.

"Y-you were...?"

"Yeah I was, James...I want you to stay with me. Stay with me tonight, let me love you." Kendall whispered, tilting his head up and leaning forward. James realized what the blond was trying to do and backed away, sitting up and trying to avoid meeting those bright bottle green eyes as more tears left him.

"K-Kendall please stop, don't ask me that..."

"Why not? James, I'm asking you to let me love you. I-I love you, I've loved you all this time. I've loved you for a long time, first as my friend, best friend, brother and then and now...as more than those three put together. You're not just my tech wiz or apartment-mate, James. You're everything to me..."

"If I s-stay...if I give us tonight, then it will be even harder to walk away tomorrow morning." James choked out, biting his lower lip while Kendall took a deep breath as he pressed their foreheads together gently, lightly.

"Remember when your mom and dad were fighting over custody rights, and t-that your dad said he was going to take you away to L.A.? T-that he said that you were going to start over there, and f-forget about everything else?"

James let out a broken gasp, nodding in return though.

"Remember what I told you?"

"Y-yeah, 'He's not going to win, Jamie. Everything's going to be okay; nothing is going to break us f-four up'." James quoted without a fault in his memory, finally having his gaze meet Kendall's.

"He didn't win, did he? No, you stayed...our group wasn't broken up." Kendall said, taking a deep breath himself.

"W-what does that have to do with us right now though?" James asked, a light gasp leaving him when the blond cupped his face.

"I didn't give up, I didn't let your dad split us up. I knew that losing you would mean losing way more than just another face in the morning. I would lose my best friend, a party king, a sometimes drama queen but also an amazing person that I can't imagine my life without anymore."

"I shouldn't have walked in here..."

"James, please stay."

"No, n-no I can't because if I do...! If I stay, then I won't be able to say goodbye! K-Kendall, I won't let myself leave! I'll want to s-stay, and be here with you! I won't leave, I w-won't...!"

"You don't have to."

"I-it's the right thing to do, Kendall!"

"That's what your mind is telling you to do, James, but what about your HEART?" At this James looked away again, though it was kind of hard since Kendall was cradling his face as if it was made of precious, fragile glass.

"It doesn't m-matter..."

"Yes, yes it does James. Tell me, what does your heart want? Was is it saying?" Kendall softly coaxed, their noses brushing now. James sucked in a deep breath, hands on Kendall's shoulders.

"It...it..."

"What's it telling you, James?"

"It's telling me...telling me to stay." James whispered, eyes wide as if experiencing a sudden realization.

"Then stay...stay with me tonight." Kendall replied, his right thumb now lightly brushing James' soft, full bottom lip. James' face was a bright red at this point, their lips not too far apart then they were before.

"If I stay...then it will be h-harder to leave tomorrow morning." James repeated, eyes half-lidded.

"Then...give me tonight. I want to show you that you don't have to leave. We can stay together, no matter what. Let me give us tonight; let me hold you tonight, have you tonight and not let you go." Kendall said, eyes soft and tender.

James still had the choice to leave. Kendall wouldn't force him into anything he didn't want; that wasn't the kind of person he was. Even though it was breaking his heart...James was the one who had the real control.

"If I stay, then I might not leave."

"I wouldn't want you to. I'd want you to stay, stay with me forever."

"I might lose the nerve to l-leave..."

"Then let go, let tonight be about us..."

**_-Page Break-_**

James swallowed hard before he fully closed his eyes, a light gasp leaving him again when Kendall's lips embraced his softly, gently and lovingly. The kiss wasn't rushed, hard nor rough.

It was warm, careful with a small passionate flame behind it. There was no senseless groping or battle for dominance. It wasn't an act done by horny teenage boys under extreme sexual tension.

It was an act of comfort, of protection and...love. That was all there was to it: love. No lust, but an intimacy that was slow and steady.

And it completely melted James' heart, Kendall's as well.

The brunet soon wrapped his arms around the shorter boy's neck, Kendall's palms gently messaging his hips as they encircled his waist. The kiss lasted until both were out of breath, breaking the kiss softly to meet each other's gaze.

Sudden silence, sudden heat, hearts racing, faces flustered.

They didn't share another word. They didn't break eye-contact; all they did was reunite their lips, finally...letting go.

Letting go, if only for tonight.


	11. Under the Mask: Two Venoms, Toxic

Hello, hello, hello! Time for a new chapter! I won't update tomorrow since...IT'S THE DAY! THE AMAZING SPIDER-MAN 2 IS OUT TOMORROW! YAY, SO STOKED! Short chapter today, I think that's okay since I posted up a long, bittersweet Kames chapter the other day, but the action is coming back! Let's see our favorite blond, Jett Stetson! Ready for a small, yet very important chapter?! Hope so! Thank you everyone, thank you again for being so supportive of me and my work! This is a gift that I will never stop saying thank you for, my readers make me who I am and that is amazing! Thank you everyone, hope you enjoy this new chapter and if you're going to see the new Spidey movie...HOPE YOU ENJOY IT! I KNOW I WILL! :) **Disclaimer: I don't own Big Time Rush! I just love them and writing stories about them, particularly AUs! I also don't own Spider-Man or any of other Spider-Man related characters! All I own is the plot of the story!**

* * *

Jett was sitting on his bed, back to the balcony window as he adjusted the collar of his dark blue polo shirt. He stood up and checked his stunning reflection in the full-body mirror, his dark brown-golden eyes twinkling.

'Today feels like it will be a fun day...' He thought with a mental smirk, making sure his black skinny jeans were spotless and that his house and car keys were safe and away in his left pocket. He combed his hair and made sure he splashed on his usual cologne, taking two minutes to do a smell test.

He didn't jump in fear or scream when something...better to say someone waltzed in through the window as if it was normal, steps silent and swift.

Jett turned around to face a face with large, ghastly teeth and pure white, snake-like eyes. That was the same face he had when he was..."in costume", though the shape of his body and that of this newcomer were very different: instead of a tall tower of lithe, strong muscles, the hips were wider, the figure closer to an hourglass shape and full, curved breasts outlined by the smooth, dull and dark suit. The person, female, walked forward until her nose-less visage was inches away from Jett's, a spider on the front of her suit.

It resembled Spider-Man's, though its legs were longer, it looked deadlier and the tips of its legs were curved like the claws of a deep-sea monster.

Jett raised a perfectly trimmed eyebrow, though his lips were now in an amused smirk. He reached out and stroked the...She-Venom's right cheek, her shapeless lips pulling back to reveal more of her demonic-looking teeth.

"Don't you look beautiful, Gwen? Black really does suit you." He whispered, getting a soft hiss in return.

Soon the suit took on its common liquid, goo-like form and pulled back to reveal Gwen's angelic face. Yet something was wrong, terribly wrong: her eyes looked glazed over, as if she wasn't really there, and wider than normal. The bright blue of her eyes, which normally held a curious, warm glow to them, were dull as bleached out sapphires.

They were...empty, as if she had no soul.

And the ghoulish smile on her pale, soft lips...

"Hey." Even her voice was all wrong: it was deeper, colder and nothing like the soft musical tone she normally had.

"Hey. You know though, even though you look good in black, I know someone else who would too. Well, besides me obviously." Jett said, smirking broadening as...his own Symbiote suit began to take form.

"Peter?"

"Yes, little Pete Parker. You don't like having fun without your boyfriend now, do you?"

"No."

Jett's face was soon lost in nets of thick, stringy, black goo before Venom's face took shape, he letting out a shriek as Gwen took the lead out the window, web-slinging between the tall, shiny buildings catching the first morning rays of the sun.

"Well then, let's pay little Peter Parker a visit...!"

'Hahaha, this is going to be fun!'


	12. UTM: Danger is closer than You Think

Hello, hello, hello! Two new chapters today! Yay! Short chapters yes, but still chapters! We see the aftermath of night Kendall and James spent together: did James leave or stay? With Gwen as She-Venom, is Jett ready to attack them? Or will he really wait until Peter joins the team to go full-on assault? Who knows, all we can do is read on! By the way, I probably WILL update tomorrow morning! I thought I had something to do, but I did that today so yay! More updates! Stoked for the new Spidey movie, can't wait to see it! Thank you everyone again, thank you and enjoy! You are all beautiful, amazing people and I'm honored that my stories entertain everyone so! Thank you and enjoy! :) **Disclaimer: I don't own Big Time Rush! I just love them and writing stories about them, particularly AUs! I also don't own Spider-Man or any of other Spider-Man related characters! All I own is the plot of the story! I hope this chapter turned out to be longer than the last one!**

* * *

The first few morning rays of the sun leaked into James' bedroom windows, the curtains unable to hold back the golden-white waves from breaking through.

The rays danced across the light brown, wooden floor, the open door of the bathroom, the full-body mirror in one corner. The rays danced over the articles of clothing laying abandoned on the floor, over the soft, creme-colored sheets on the bed before lighting up the soft skins of the two teenage boys fast asleep under the sheets.

James was on his side, one hand tucked under his head while the other was over the arms wrapped protectively around his waist. The sheets were bunched around his waist, his naked chest rising and falling with every breath he took. Kendall was behind him, serving as the "big spoon", lips lightly brushing the skin of James' neck as he breathed in and out; his body was flushed against the taller boy's, arms around his waist with his strong chin resting on James' shoulder.

They were fast asleep, bare skin to bare skin.

That is, until James felt vibrating coming from under his pillow.

Said brunet's beautiful eyes, back to their soft hazel-green, fluttered open at the not-so silent quaking, the hand under his head reaching around under the pillow until he felt the cool screen of his phone. Through Sandy's sleep sand he saw that he had just gotten a text, a text from...

'Peter?'

James untangled himself from the still sleeping blond's embrace, sitting up (wrapping the sheets around his waist, of course) and drawing his lock pattern. With a slight yawn, the brunet opened up his text inbox.

Yet when he finished reading it, a deep chill rattled his spine.

**James, James please answer me! G-Gwen, she's missing! I texted her earlier telling I was bringing her breakfast but she never answered, and when I went to her house her parents were going crazy because she wasn't in her room! She went missing last night, her bedroom window was open! I think she's been kidnapped, we have to do something and fast! Captain Stacy has the whole PD out searching for her but I have a bad feeling about this! A really bad feeling!**

**-Peter.**

Trying to ignore the fact that his mind was screaming at him for having sex with his best friend (while his heart called it making love), James carefully got of bed and pulled on his boxers, shrugging on a robe as well as he headed to the bathroom.

But that's when...it started.

A massive headache began to make him lose his footing, his vision going blurry.

'Eh, w-what's happening to me? It's like I'm suffering from food poisoning, all of a s-sudden. Ugh, but I haven't felt this sick since...s-since...'

**_-Page Break-_**

"JAMES!" Kendall screamed as he woke up to a loud thumping sound, waking up and bolting upright just as James collapsed to the floor, the boy limp as a rag doll and looking very pale.

"James, James!" Kendall sprung into action. He pulled on his boxers and scrambled for the first-aid kit in the bathroom, soon cradling James' head in his lap as he tried to get him to wake up.

"James, James! James!"

The brunet couldn't hear anything, though. All he could really hear...was a shriek-like laugh, echoing louder and louder in his head.


	13. Under The Mask: Race against the Clock

Hello! Guys, it has begun! THE AMAZING SPIDER-MAN 2 IS OUT! I'm celebrating by wearing my Spider-Man sweat shirt with red jeans, finger and toenails painted red and blue! I'm going to see it possibly tomorrow with my parents and older sister and I'm going to show off my new Spider-Man shirt! Haha, well not show off really, just wear, but I'm so excited guys! And I saw everyone was just getting more excited with the short chapters I put up yesterday! Thank you, thank you, thank you everyone! I really appreciate the kind words, the support and the overall presence of everyone being there for me! I'm always happy to hear that my stories make others happy, it makes me happy so without further ado this chapter is for all of you! Whoa, almost a BTR song moment there! Ha, well sit back and enjoy! Hopefully this chapter is a bit longer than the last two put together! I hope you all enjoy it and if you're going to see the new spidey movie I hope you all enjoy that too! It looks AMAZING (haha, see what I did there?) from the trailers and I have a feeling it won't disappoint! It's always great to see one of my favorite superheroes of all time take the big screen! Just like you all make me happy and the BTR boys make me happy! Okay, long author's note done! Enjoy! :) **Disclaimer: I don't own Big Time Rush! I just love them and writing stories about them, particularly AUs! I also don't own Spider-Man or any of other Spider-Man related characters! All I own is the plot of the story!**

* * *

"James, James! Can you hear us?!"

"Jay, Jay wake up! Please wake up!"

Said brunet groaned at the sound of two voices echoing loudly in his right ear, soft hazel-green eyes finally fluttering open.

At first his vision was blurry, just a mess of shapes coming in and out. It took a few minutes for everything to clear up, but when it did the worried, pale faces of Kendall Knight and Peter Parker were as visible as storm cloud in a sunny, blue sky.

"U-ugh...huh?" Was all he could mumble out, Kendall helping him sit up while Peter removed his hand from the taller boy's forehead.

"W-what happened?" James asked, confusion and concern forcing his eyes to take on a smoldering golden-red. Kendall moved one of his hands from the brunet's waist to cup his face, wiping away the light tears streaming down his cheeks.

"You fainted. You were getting up to head to the bathroom when you started groaning, as if having a really bad headache all of a sudden. You were groaning and gripping at your head before...before y-you collapsed to the floor. I tried to wake you up as best as I could, but it looks like you were trapped in a nightmare. When I finally got you to calm down, Peter got here and told me about Gwen." Kendall explained, his usually lively green eyes going dull.

Gwen was his best friend, his best girl friend in the whole wide world. She was the one who befriended them when they came to Midtown High, the one who's been like a big sister/mom to them ever since.

The thought of her in danger...

A chill went down his spine, though Kendall did his best to ignore it and focus on James and Peter.

"G-Gwen, so it's true..." James choked out in horror, eyes going wide though when a rather large gasp left him. That made Peter and Kendall jump.

"Jay, what is it?"

"K-Kendy, Pete...it wasn't a nightmare I was having, it was like a mental link. A mental link, with V-Venom." The dirty blond paled at this, Peter looking scared yet confused at the same time.

"Venom? Isn't that the name of the monster that looks like Spider-Man, the thing that tried to kill him? Wait James, you were involved with that...? I saw the headlines, the pictures in the _Bugle_ and their speculations of Spider-Man having a buddy or something. And your last name...it's Diamond! Oh God I'm so stupid, why didn't I make the connection earlier?! James, you were in danger! V-Venom tried to hurt you but why, why would Venom go after you?"

Kendall and James looked at one another, silently asking the same question and providing the same answer.

'S-should we tell him?' James asked; the two were so in sync sometimes speaking to get a point across was useless to them.

'He's our friend, and Gwen's in trouble. If what I'm thinking and you're thinking is on the right track...then we have to. I trust Peter.' Kendall replied with a nod of his head.

James sighed and turned to the blue-eyed brunet, taking in a deep breath. "Peter...there's something me and Kendall have to tell you..."

**_-Page Break-_**

"Where is he?!" Jett growled, he and Gwen having finished scouting the city for Peter. They've spent almost two hours trying to catch a glimpse of the brainy brunet, from the public library to Midtown High but so far their search has met a dead-end. He hasn't shown up for school and when Gwen had called his aunt May (without the Symbiote suit on, of course) to ask where he was, she claimed he **was** on his way to school.

It wasn't like Peter Parker to ditch classes.

Unless...it was an emergency.

"Where the hell is he?! I'm losing my patience; if he appears now, I'll rip his damn head off!" She-Venom turned to Venom with growl, punching him so hard he crashed into the nearest wall.

"You. Won't. Touch. Him." She said coldly, pure white eyes now in dangerous slits. Jett scowled and got to his feet, pushing Gwen back with just as much force.

"I call the shots in this little partnership, Stacy. If I want to bust his head in, I'll do it" He said, though he soon took a deep breath to calm himself down a bit, "but you're right. I can't lose my cool now, not when we're getting so close to finally killing Spider-Man."

Gwen's lips turned up into a cruel grin. She now knew who was Spider-Man; the Symbiote has shared a few big secrets with her while the two were together and to say she wasn't happy to learn her best friend was the Friendly Neighborhood Spidey was an understatement. She was angry, beyond furious. She had trusted Kendall, trusted James. She thought they were her best friends, that the four didn't have secrets between them.

"I guess I was wrong..." She hissed, voice distorted. On the outside she looked positively livid, wanting nothing more to than share in the Symbiote's blood lust and desire for revenge.

But below the surface...

'N-no, stop! You can't make me hurt my friends! Please, stop this now!' Below the surface, Gwen was struggling internally to regain control of her body.

Deep down she wasn't angry with Kendall and James. Being Spider-Man was a dangerous job, and she knew how Kendall was: when it came to those he loved, he was willing to do anything to protect them. Even keep his hero identity a secret.

She wasn't angry, well not anymore. At first she was, but everyone goes through irrational anger at one point in their lives! That moment of discovering he was Spider-Man, that had been her moment of irrational anger but she was over it now! She wasn't angry anymore, she didn't want to hurt her best friends and boyfriend! She didn't want to kill them!

She was still Gwen Stacy inside; the only thing that was really holding her back though was the influence of the Symbiote. Rage, sadness, anxiety, happiness...all those emotions produced some levels of adrenaline. The Symbiote fed off adrenaline levels like the parasite that it was, like a tick feeding off the blood of a poor animal.

It was feeding off her adrenaline, and because she was in such a racing state of mind, she couldn't calm down. Which only meant the Symbiote would still have the upper hand to her.

Internally she was battling for control over her body again, but on the outside she didn't bat any eye. She didn't reject the parasitic alien substance, instead she embraced it. She embraced the enhanced strength, flexibility and pro of Spider-Man's powers.

On the inside she rejected the evil, but on the outside she rejoiced in it...

'N-no, Peter! James, Kendall! They're in danger!'

**_-Page Break-_**

"Oh my God..."

At first Peter felt stupid that that was the only thing he could manage to say, but it pretty much summed up the surprise, amazement, and shock he was experiencing at the moment.

James and Kendall were in the red at their friend's reaction, the dirty blond most of all though. "Y-yeah, Pete. It's a lot to take in, but the truth is...that I'm Spider-Man."

"T-that would explain why sometimes you'd skip school, why both of you would skip school and cover for the other. And the bruises you would show up with later, Ken, the bruises and cuts and scars...you're Spider-Man! One of my best friends is Spider-Man, and my other best friend is the brains of Spider-Man!"

"Are you m-mad, Peter?" James couldn't help himself from asking that question. Peter's face was usually readable, the boy wore his carefully reserved yet loving heart on his sleeve. It wasn't hard to decode anger or sadness, happiness or anxiety in the blue-eyed brunet; he was shy, but could be very expressive behind all that timidity.

Peter rose from the bed to his feet, pacing the floor for a few minutes before he sighed and turned back to Kendall and James. His crystal blue eyes were...soft, gentle while his face was in a smile.

Wait, a smile?

"Guys, I'm not mad."

"Y-you're not?" Kendall asked, a little taken back himself. Peter let out a small chuckle, rubbing the back of his head.

"No, not really. You see...I kind of already suspected that you were Spider-Man, Ken. I didn't have proof though and I didn't want to pressure you under constant accusations, but...yeah, I kind of suspected that. I mean the few times Spider-Man has saved me, I noticed that your voices sounded alike. You haven't really tried to high or low-pitch your voice to protect your identity, plus there's the pictures in the _Bugle_. The only person who can get those really good pics of Spider-Man would have to be the person who IS Spider-Man; I imagine you had the cameras web-slung when taking the action shots, right?"

At the blond's slightly embarrassed blush, James chuckled and put an arm around him.

"So, you're okay with this?"

"Okay? Guys, thanks to you two New York City isn't as crime-infested. These last two years have been like the Golden Years for this place, you can actually walk down the streets without getting mugged on the spot! You two are the ultimate team, Spider-Man has been the best thing to happen to the NYC!" Peter exclaimed, his praise making James blush this time around and for Kendall to smile and put an arm around him.

"So...we're all still friends." Peter looked a little hurt now.

"Guys, did you really think that Gwen and I would stop being friends with you two just because you're team Spidey?"

"Some people are not as understanding, Pete." James pointed out, silently referring to his dad. He was suppose to love him unconditionally, yet look how that turned out.

Peter caught on to the other brunet's silent comparison and sat down again, eyeing them both a fierce, yet gentle, fire in his eyes. "Well I am, and I'm sure Gwen will be too. She loves you guys, I love you guys...the four of us are a family, a team. You can count us in; we won't leave you guys high and dry..."

Kendall smiled. "Thanks, Peter."

"Anytime, now Jay...what about this 'mental link'? What do you see, was Gwen involved somehow?" James' smile fell a bit at this, eyebrows pulling together.

"Y-yeah, I saw her and Jett. I saw them and they were l-laughing, but...they weren't themselves. They were She-Venom and Venom; the Symbiote attached itself to Gwen and kidnapped her, that's why there's no trace of her whereabouts in her room: that thing knows how to cover its tracks.

"James, you were right. That has learned to make copies of itself, and it targeted Gwen because she's our friend." Kendall began.

"Which means it will target you next, Peter. That alien substance has a very...umm, unhealthy admiration for Kendall. It wanted to permanently fuse with him at one point, until we managed to weaken it and take it to Dr. Conners. It escaped his lab though, and has been missing for months. We've been trying to track it ever since...though it looks it has been tracking us this whole time instead." James put in, the two finishing each other's thoughts.

"That means you're in danger, Pete. You can't go to school today; the chances are that they're either waiting for you to show up or have already did a sweep and found nothing. You can't go to school today, and we can't leave you alone so you'll have to come with us. We're going to Dr. Conners' and get help. You'll be safe there; the guy has a lab in his own house, I'm pretty sure anything that can produce sonic waves or fire he has in case of emergencies. Don't put up a fight, we don't want to lose you too. That thing can turn anyone into a bad guy; it nearly tried to do that to me."

"It's okay guys, I understand and I was going to go with you regardless. I'm not abandoning my friends and Gwen needs us, the more time she spends with that thing on her the more aggressive she might become. The thing is though, why did the Symbiote go after Jett? He's not exactly friends with us...unless, unless he's the current host! T-the first host, the one he chose after being separated from Kendall!" Peter said, everything clicking in his mind like puzzle pieces.

"That's why I was off the other day, remember? I had a feeling that Jett was involved, and if Gwen got attacked...Peter, did you see a long string of black goo anywhere in your room?!" At this Peter grinned.

"Way ahead of you, Jay." He pulled up his backpack on top of his lap and dug through it until he got out a mason jar. It had no holes at the top and sealed tight, with...the sample of the Symbiote at the bottom, trying desperately to escape its prison!

"Y-you caught it."

"I found it clinging to the bottom of my shoe after school. At first I thought it was just a piece of gum, until it tried to crawl up my arm. I knew bringing this to show it to you guys would be a good idea. We should take this to Dr. Conners." Peter said, James and Kendall on board with that plan.

"We'll get dressed and head out now, the sooner the better." James said, ushering Kendall towards the bathroom to shower first. The blond untangled his arms from around the taller boy and made to disappear into the bathroom, but he stopped momentarily to give Peter a big hug.

"Thanks buddy, we owe you one." He whispered, Peter hugging back with a smile once again on his lips.

"You can thank me later, when we stop that thing once and for all and save Gwen." He replied, elbowing the blond softly in the side when they broke apart. Kendall grinned back before finally vanishing into the bathroom, leaving the brunets alone.

"Well, this year is going pretty well." James said sarcastically, digging around in his closet for some random clothes to throw on. Peter sighed and sat down, smiling in spite of the worry and fear he was feeling inside.

"At least I know you and Ken are safe, Jay. That helps me relax a little, comforts me with the idea that we can save Gwen."

"We will, Pete. We'll have our Gwen back soon, no way I'm letting that thing play around with my little sister." James said, in both a playful and serious tone. James and Gwen were really close, just like brother and sister. Even though she had siblings of her own, he didn't; it felt nice to have someone like that in his life, even though he loved having Peter as a brother. Sometimes you just need a bit of a girl's touch in your life.

"I know, thanks. And I know this will be a bit off topic but...did you and Kendall...?

"Me and Kendall what?"

"S-sleep together? You guys look...different for some reason, h-happier..." James' face broke out in a fiery red blush, he hiding his face away in the closet though.

"Pete, go eat something in the kitchen. Go eat something and pack something small for me and Kendy, we're going to need a lot of energy to deal with this mess."

"I'll take that as a yes. It's about time, Jay. Me and Gwen were wondering when you two would get together. I'm happy for you two." Peter said as he got up and left the room, James sighing into one of his old leather jackets.

'As much as I'd like to talk to Kendall about...last night, I'm more worried about him getting attacked by Venom again. And that nightmare, that mind link...does that mean that Venom is still attached to me as well? Are we still somehow bound to t-that...thing?'


	14. UTM: Four Venoms, an Army in the Making

Hey everyone! Did you miss me?! I know I missed you all, how is everyone doing? A good weekend I hope, sorry for taking so long to update! I got a majority of my packing covered and rearranged the dorm room furniture back to its original position; I'm glad most of that is out of the way, that way I won't have to panic too much about packing next week. This Wednesday is the last day of classes, meaning just exams and reading days! Yay, meaning that after exams I can update! Everyone, 'The Amazing Spider-Man 2' movie was AMAZING! I loved every minute of it: I cried and laughed, my heart was sent on an emotional roller-coaster and I loved it! Definitely a big improvement from the first one, I HIGHLY to recommend it! Even if you're not a comic/Spider-Man fan in general, it's still enjoyable for friends and family! Now, that out of the way, here is the new chapter! Ready to see what happens next?! I know I am, ready for more 'Under the Mask' drama and excitement! Thank you to everyone for supporting this story and giving me all your love and encouragement, it really touches my heart and makes me get all star-eyed! Thank you everyone but in the end, you all make it all possible! Thank you everyone, this is for you! :) **Disclaimer: I don't own Big Time Rush! I just love them and writing stories about them, particularly AUs! I also don't own Spider-Man or any of other Spider-Man related characters! All I own is the plot of the story! Sorry this chapter was short! I'm really tired from packing my stuff up and putting it away to the car, but hopefully I'll be able to update with a longer chapter later on this week!**

* * *

It all happened so fast.

The three had decided to take the subway to Dr. Conners. They couldn't risk being seen from the building rooftops in case Jett and Gwen were out looking for them. Taking James' motorcycle would just be pointless and Kendall web-slinging them to their destination was just asking for the worse.

So they took to the tunnels, hoping they would be able to blend in with the rest of New York's mess of busy, always-moving citizens.

But everything soon fell apart.

**_-Page Break-_**

Screaming, that was the only thing clear to Kendall in terms of noise.

Screaming: loud, shrill screaming from men and women, teens and small children, babies and the elderly. Everyone was screaming and trying to get out of the way, police rumored to be on the way and help those in danger within the subway tunnels.

But the blond couldn't bring himself to care too much. Yes he felt terrible for those people and if he wasn't in so much pain and trapped under a huge chunk of the tunnel ceiling, he'd Spider-Man up and do the work the police were often too late to get done themselves.

But he couldn't, none of the muscles in his body were responding. He was screaming inside, pleading inside for his body to move but his brain was shocked into submission. It couldn't direct orders to his muscles, them locked tight with no desire to move.

It was because his whole body, heart and mind included, was frozen stiff with fear and shock.

It was frozen stiff with fear and shock, from what his eyes were taking in.

James' eyes, at the moment a smoldering golden-red, were wide open and he was choking for air as...Jett released a large, hand-shaped splash of the alien Symbiote onto the brunet's limp body; it began to expand and swallow whole James' long, toned legs, his waist and shoulders, before...before his whole body was consumed by the thick, stringy black goo.

He didn't scream. He couldn't scream.

Peter was a few feet away, struggling as best as he could as She-Venom copied Venom's movements to the T, her large ghastly teeth shining in the florescent lighting as she smiled a sinister smile. The poor blue-eyed brunet soon gave up in his fight though, slowing devoured by the alien substance; his eyes became pure white and slits, followed by shapeless lips and long-nailed claws.

A lone tear escaped James' left eye, hitting the cold concrete floor with a soft _plop!_

There was one last thing Kendall could manage to see on the other's expression, in the other's eyes, before his face was lost and...Venom number two's took its place.

'I-I...I love you.'

"JAMES! PETER!"


	15. UTM: How to kill a Spider's Heart

Yolo! How is everyone?! Well I'm good, I hope my lovely, wonderful readers are too! You know, I felt terrible about the short chapters I've been putting up for my stories, so as I did for 'Proxy' today I will write a more detailed chapter for 'Under the Mask'! Yay, finally I must say! I found myself battling writer's block as of late, apart from papers for finals, but then BAM! Music saved me again, 'Bad Romance' for 'Proxy' and 'My Enemy' from 'The Amazing Spider-Man 2' soundtrack! In case you're wondering which song is that, it's the theme song for Electro (not a spoiler, you can hear it play in the trailers!) and wow! It's beautiful! I was playing it just like a few minutes ago and it inspired me for more 'Under the Mask' action! Electro may not be in my story but he does help, a lot so thanks Electro! Thank you also to the composers; the song fits Electro as a villain before and after becoming Electro! If you haven't seen the new Spidey movie, totally recommend it! It was AMAZING! Especially the soundtrack! Well now that my ramble is over (haha), here is the new chapter! Thank you everyone for the support and kind reviews, I was happy to see the reaction I got from last chapter! Now Peter and James are Venoms 3 and 2, just how will Kendall handle this? How will he handle this ultimate challenge (get it, ultimate? You know, from the Ultimate Spider-Man cartoon?) and just what will the four Venoms do try draw our hero out? Read and find out! Again thank you everyone and enjoy! :) **Disclaimer: I don't own Big Time Rush! I just love them and writing stories about them, particularly AUs! I also don't own Spider-Man or any of other Spider-Man related characters! All I own is the plot of the story! Some Kendall angst in this!**

* * *

"Kendall..." Dr. Conners choked out as he stepped back to let the shaky blond cross the threshold into his house.

The boy looked terrible. The bruises littering his frail body were no longer bleeding, thanks to his feeling factor saving his ass back in the subway tunnel. There was dried blood on his clothes and his jeans were torn along with his jacket; he had put up quite a fight clawing himself free of the fallen debris and making a clear getaway among the screaming survivors and scrambling police. He was almost identified by a little girl and her mother, though he managed to get lost in the throngs of chaos before anyone could stop him and start the normal questioning.

The last thing he needed was for his face to be on T.V. and splashed on the papers' front page.

"D-Doc...The Symbiote is back. It's back a-and it took James and Peter. It has James and Peter now, a-along with Gwen." Kendall stuttered the words out, a shiver passing through him.

Dr. Conners managed to grab a blanket for the boy to wrap himself in plus fixing him a glass of water from the kitchen. He led Kendall to take a seat on the living room couch and worked the glass into his left hand, sitting across from him with a intense look in his usually light, friendly eyes.

"Tell me what happened, Kendall." He said softly, to not further traumatize the boy. Kendall took a large gulp of water before talking again, wiping his mouth with the back of his hand.

"We...we were on our way over here, t-to talk to you about the Symbiote. It's back, it took my classmate Jett as its new host. I don't know why it chose him, probably because Jett and I aren't really friends is what I'm guessing, but it's taken him as its host and now...n-now James, Peter, and Gwen are Venoms too. Jett and Gwen attacked us while in the subway, causing a major uproar.

"Yes, yes I was just hearing about that in the news when you arrived. They didn't give much detail though, so I'm assuming they haven't quite cleaned the place up yet."

"No, they haven't. We were trying to avoid being seen; we reckoned that they would be p-patrolling the city for us, so taking the subway was our best bet. Going underground seemed safer than walking the streets. Well, we thought that would be the case...but apparently they were keeping a tighter watch on us then we thought. S-sir, I think you know by now why James and I are so involved in this Symbiote mess...

"Yes, you're Spider-Man. I suspected that the moment you and James brought me the Symbiote, Kendall. And it wasn't hard to look at the thing's...more human-like form and see that it was almost exact copy of Spider-Man himself, just with a few undesirable tweaks here and there." Dr. Conners replied with a faint smile, eyes going dark behind his thick, whole-rimmed black glasses. Kendall swallowed hard and nodded, struggling to get his breathing to even out.

"Yes, I'm Spider-Man. After fighting Venom and freeing James of it the first time, we thought it would be a good idea to get you to look at it so we can finally destroy it. It's nearly ruined our lives, Dr. Conners. Not just me and James, but P-Peter and Gwen. They're in danger; I'm afraid that if the Symbiote has learned how to duplicate itself and such, that it has learned to permanently attach itself to a host as well.

"It could have; if it's had to do so much to survive on its own, I wouldn't be surprised if it has found a way to become one with its host once and for all. That being said, however, it's possible that can just be an idea." Kendall was now confused at this, eyes on the brilliant man as he rose and began to pace the room.

"What do you mean, sir?"

"It could be that it hasn't reached that level of development, Kendall. If it has, then it wouldn't need to create duplicates of itself and have further hosts; it would have been satisfied with Jett alone if it knew how to permanently fuse itself with him."

"So there's a chance that I can still save James, Peter, Gwen and Jett?"

"Yes, I'm assuming so. I don't have a sample of the Symbiote though, which hinders the process of figuring this mess out." At this Kendall sat up straighter, and began to dig through Peter's backpack. He managed to snatch it before escaping the subway tunnel.

"Sir, Peter managed to catch the sample that had hitched a ride on him the other day. Jett did the same with Gwen, but it didn't manage to get to Peter. I think James got tracked too though so far we haven't found anything in our apartment." He said, handing over the mason jar to Dr. Conners.

The blond-haired scientist took the jar with a mixed expression of awe and horror. Awe that such a specimen existed, yet horror towards what it could to an individual's body and mind.

A parasite, that was what it was. A creature that acted like a tick or tapeworm; it needed a host in order to live, and once that host is drained...it just moved on to the next one. Yet this parasite in particular did have an unhealthy fondness of the young boy in front of him.

"Incredible...Kendall, I will need time to pull up my research on this and do tests. Maybe some equipment at Oscorp can speed up the process."

"Sir, here's something else that can help..." Kendall trailed off as he pulled out James' "Venom" notebook and also handed it to Dr. Conners.

"James has dedicated that notebook to everything Venom. Everything you will need to refer to and built further research on is in that book; James poured his mind into that, just as much as he poured his mind into helping me keep the city safe..." Dr. Conners accepted the book with an eager-to-help air, yet his facial features contorted into a look of sadness when he noticed the usual gleam in Kendall's bottle green eyes dim a bit.

"James will be saved, Kendall. So will Gwen, Peter and Jett; though I know you and Jett are not...exactly friends, you have your heart in the right place and know you have to save him too."

"D-Doc...when I saw James and Peter being t-taken over by Venom, I...I-I felt as if my world was starting to crumble all around me. I chose to be Spider-Man to help people, I chose this life so I could make a difference in others' lives and give them hope. Give them hope that everything can get better, that there's always something to hope for in life even if it's just another day alive. That's why I became Spider-Man; the thing is, though...is that Spider-Man isn't just one person. It's two: James and me, me and James. It's the two of us that make Spider-Man. He may do all the tech work in the background, but without his help and support I wouldn't BE Spider-Man.

Tears began to escape Kendall's eyes, a choking sensation entering his torso. "J-James...he was possessed by Venom before. After he helped me get it off, i-it tried attaching itself to him. It didn't last very long, but I swear those two weeks...those two long, agonizing weeks of him being gone, of Venom forcing him to be a criminal and fight me, it torn me apart! I thought I lost my best friend, my partner, my teammate and the LOVE of my life! I swore to protect the citizens of New York City, yet I couldn't protect the only person at the time who knew I was Spider-Man?! I felt like a f-failure, and from there I've always had this fear that it could happen again! I was already an asshole to James when the Symbiote fused with my suit, but adding my failure as a hero to that too?! I hated it, I hated it all!

"And now James is Venom again! Peter, Gwen, my best friends are part of this! I never wanted this to happen, for them to get involved in my Spider-Man business! I wanted to protect them, the three of them, with everything I have and I couldn't! And now...a-and now they're being turned into monsters. That's why I need to find them, we need to figure out their next target before the Venom army gets any bigger! Four is a pain enough, but if they get a hold on the rest of the city...!

Dr. Conners soon sat beside the panicking boy and put an arm around his shoulders, trying his best to comfort the distraught hero while Kendall hid his face in his hands.

"Kendall, calm down. Everything will be alright, I will do my best to get all the information you need to save the others but you have to calm down. Calm down boy, everything will be okay. You'll see...I promise to do all I can to help fix this mess for good."

Now Kendall knew why James admired Dr. Conners so much. Not only was he a brilliant scientist, but he knew how to be a father figure for a struggling youth too. Unlike James' biological father Michael, Dr. Conners knew HOW to be a loving father.

And right now, he was being the father that Kendall never had. Yet even the soothing words and comfort couldn't ease the anger, pain and and overall desperation that was eating at him from the inside out...

**_-Page Break-_**

"So what's the plan, if we want to draw out the spider then we'll need bait." She-Venom hissed, eyeing Jett with a bloodthirsty look in her large, white slits for eyes.

Venom number three (Peter) crossed his arms and eyed Jett as well, large ghastly teeth glistening in the light of the sun. "We already have Parker and Diamond, so that's out." Even though it was Peter's voice, though slightly distorted, that was resonating off the walls, it was the Venom Symbiote talking.

Its hosts didn't have voice in what it made them do. They were merely puppets to feed off of; they were just tools that the Symbiote needed to get what it really wanted: Kendall.

"True, and there's nothing to gain from attacking him head-on. Torturing him first would be our best bet, get him riled up enough to get him to come after us. The question is, how do we do that?" Jett said, tapping his chin in thought.

The three soon turned to Venom number three (James) though when he let out a laugh, a sinister grin crossing his shapeless lips. "The answer is right in front us, or can't you see? We kill two birds with one stone, in our case though...four birds with one stone."

"Care to explain more?" She-Venom asked, Venom number three turning to see his reflection in the nearby window. His ghastly, ghoulish grin vanished for a brief moment as the suit pulled away to reveal James' true face, though the grin was soon pulling at his mouth again.

It was his face smiling that cruel smile, even though inside he was screaming...

"Spider-Man is Spider-Man; he has no weaknesses. But Kendall Knight...we can destroy him easily. We already took Stacy, Parker and Diamond from him, but that's only taking away one part of him. We need to take the other two parts away, and I know just the four we need to really destroy him."

"And these people are...?"

"Will one of you be willing to go to Sherwood, Minnesota? Just a quick trip is all we need. One of us goes to Sherwood, another heads to a...specific college here in the city."

"Wait, why do we need to travel?"

"Because if we want to destroy Kendall, then we need to attack his heart. If we attack his heart, then we can draw him out. So we need the four that can destroy him completely."

"And those four are...?" Venom number two repeated, wanting the other to get to the point. James' grin broadened, eyes shining maliciously.

"Jen and Katie Knight, and Carlos Garcia and Logan Mitchell."


	16. UTM: The Poison is Spreading

Hey! It's late, can't sleep and since I'll have to write a paper later today, I decided to update! 'My Enemy', that song is a lifesaver! I won't say much so that we can get to the new chapter but thank you everyone for your support and kind reviews, they really help a lot and just make this story even more fun to write! I love hearing what everyone has to say about the first progressing Spider-Man!Kendall fic I'm writing, super excited to see how far it will go! Thank you everyone, you all rock and all hail Spider-Man! :) And Electro, even if he's a bad guy! :) **Disclaimer: I don't own Big Time Rush! I just love them and writing stories about them, particularly AUs! I also don't own Spider-Man or any of other Spider-Man related characters! All I own is the plot of the story!**

* * *

Carlos Garcia and Logan Mitchell were in their dorm room, the brilliant raven covering the finishing touches of his Chemistry report while his boyfriend of two years was spread out on his bed reading a comic book. It was almost midnight but the boys weren't really tired; being in college meant working your butt off doing papers, taking tests and planning projects. Since their schedules were tightly packed, the two often found themselves up pass three in the morning to get homework done.

Normally Logan would be annoyed at the irregular sleep cycle he's had to take since entering college, but it did touch him that Carlos was willing to stay up with him. The boy was more carefree when compared to the taller boy, yet for Logan he'd take even a bullet.

They were still pretty young and inexperienced with love, only nineteen the both of them, but they knew that what they had was special. Carlos was Logan's first boyfriend which led the raven to worry about screwing their relationship (both romantic and platonic) up, but so far they've survived. There were a few fights here and there, but nothing too major.

In other words, the two were still deeply in love. And that love has only gotten stronger with every day coming and going. Both secretly played with the idea of marriage in later years, though they didn't really bring that up over lunch or in class.

"There, done!" Logan exclaimed with a big smile, turning off his laptop once he got the confirmation e-mail for his report.

That was one less thing to worry about.

Carlos let out a snicker as he rose from bed and walked over to the other's desk, wrapping his arms around his shoulders. "Congrats, Logie! See, I told you that you had that report in the bag!"

Logan tilted his head to the side and pressed a soft kiss to the shorter's boy cheek, blushing a light pink under the praise. "Thanks, Litos. I was kind of worried about my topic, since my Chemistry professor is tough as heck, but I think I did a pretty good job..."

"I'm sure you did, you're the smartest guy I know. You've got this, big time."

"I love you, you know that right?" Logan asked softly, running his free hand through Carlos' wild coal black hair. Carlos showed off his straight white teeth in a big smile, nuzzling his nose into the other's neck.

"I know, but I don't get tired of hearing it." Carlos whispered, large chocolate eyes warm and welcoming.

"I hope you never do..."

"I won't, because I love you too..." At this Carlos pressed a quick yet loving kiss to the taller boy's lips, Logan's once pink cheeks flushing a deep crimson but he closed his eyes either way and eagerly returned the kiss, wrapping his arms around the Latino's waist.

They stayed that way for a few minutes before pulling away softly, their eyes shining and facial expressions reading love, admiration and longing.

"I love you, Carlos." Logan whispered, cupping said boy's face with one hand. Carlos kissed the tips of the older raven's fingers lightly, somehow finding the smell of coffee lingering on Logan's pajamas both soothing and and enticing.

"I love you too, Logie. You should get to bed now though, you look exhausted." With that Carlos pulled away from Logan to pull back the covers on his bed, fluffing his pillows afterwards as the brilliant raven turned off his desk lamp.

"Cuddle with me tonight?" Logan asked, his boyfriend's attention back on him as he took his hand and pleaded with a kicked puppy gleam in his dark mocha eyes. Carlos let out another small chuckle at this but nodded and wrapped his arms around Logan's neck, pressing their foreheads together.

"You don't have to ask, silly Logie-Bear. I'd never turn down the chance to cuddle with my favorite future doctor." Logan let out a laugh of his own at this, both swaying a little in place.

They were oblivious to the danger they were in...

**_-Page Break-_**

"Now?" She-Venom hissed to Venom number two, both crouched well in the shadows criss-crossing Carlos and Logan's now dark room.

Both allowed their masks to dissipate, Peter's lips twisting upwards into a small yet cruel grin. His tongue poked out between his lips, running over them twice before he sunk his teeth into the soft, light pink flesh.

"Now."

**_-Page Break-_**

"So why not have me go after Knight's bratty family right now? I can get there and be back in a night, or do you want to do it yourself?" Venom number one growled at the other's back, arms crossed over his chest.

Venom number three didn't bother to turn around and look at him; he didn't want to waste energy looking at the face of his dim-witted alpha, so he kept his back to him. He stared up at the dark sky, the city a haven of lights against the curved glass.

"Oh you'll go, don't worry about that. You'll have the job of getting Jen and Katie, but let's wait. It would be best to wait until we have Mitchell and Garcia under our thumb; once we do, we have them...initiated into the family to go from four to six. If you want to start a war, best to have your offense in numbers." Jett scoffed as he allowed his mask to dissipate, James doing the same.

"Really, why the hell should we do that? It's not like they would be useful to us." He began, only to get cut off by a fiery glare. James resisted the urge to body-slam Jett out the window; how could he be the alpha male when it was him and the others coming up with the final plans?

"Yes they would, we'd get the upper hand over Spider-Man in two ways: two additions to our family, meaning a stronger and bigger team he'll have to tackle in the end and they're his friends. Parker, Stacy and Diamond are ours but by adding Garcia and Mitchell we'll leave him alone. He'll have no one to support him; it won't take us long to deal with that Conners character, so by the time we fix that he'll be all alone. He'll be all alone and forced to come out and face us, if he wants to keep his mom and sister alive."

"So we'll kill them?"

"A simple threat to their lives will be enough to draw him out."

"So we'll get to kill the three of them?!" Now Jett's face was contorted into a look of sick excitement. James smirked and got rid of a crick in his neck.

"Of course, that's what he'll get for rejecting us. All we wanted was to bond with him, to be with him forever but no! If he thinks he can just run away from us like that and not pay, he has another damn thing coming!" James snarled, eyes a smoldering golden-red.

"I like that idea. So I'll head out as soon as Parker and Stacy are back with our new...'brothers'."

"Good, leave as soon as they return. I need to do something." James' face was lost once more as his mask was back in place, he letting out a shriek as he ripped the glass door of the window clean off and perched himself like a crow ready to take flight.

"Where are you going?" Jett asked, Venom number three's long tongue running over his long, ghastly teeth before a soft chuckle left him.

"Diamond and Knight live together, remember? If we want this plan to work, then we'll need to keep a close eye on our little spider..."


	17. UTM: The Venomous Six

*Sighs* I hate the stress that comes with finals. I have two tomorrow (originally three, but one is a take-home exam and I've already sent it in) and then one on Tuesday. At least I'll have Saturday, Sunday and Monday to write and pack the stuff I still need to put away before I can leave. Wow so close to moving out of my dorm...the shock is yet to hit me full force though. Anyway, since I had to write two papers today (combined together, I wrote like fifteen pages) and need a way to relax, here is a new chapter to 'Under the Mask'. I'll try to focus on 'Love the Way You Lie' and 'Proxy' this weekend while juggling laundry and packing; I've been very neglectful to these two wonderful children and I should make it up to them, them and the beautiful, lovely readers that enjoy them. But for now, time for some more Spidey action. :) Thank you everyone for all the support, energy and feedback you haven given me. It is truly wonderful, it makes my heart jump with joy and motivates me even more to improve. Thank you again and without further ado, here a new chapter to 'Under the Mask'. Please read and review, and enjoy to your hearts' content. :) **Disclaimer: I don't own Big Time Rush! I just love them and writing stories about them, particularly AUs! I also don't own Spider-Man or any of other Spider-Man related characters! All I own is the plot of the story! Sorry last chapter was short, hope this one was longer!**

* * *

Kendall slipped silently into his and James' apartment, closing the door behind him with barely a creak from the hinges. He dumped his bag ceremoniously down to the floor, body shaking. His head was ducked, strong chin meeting his chest almost, and his eyes glistened with suppressed tears.

The normally lively bottle green was darker, closer to deep olive tone now. His hair was a mess, sticking up everywhere as if he's just been electrocuted, and his breathing was ragged, forced.

He felt just as bad as he looked.

Kendall didn't make it to James' bedroom. He merely collapsed onto the couch once he had felt his knees press into one of its thick, short arms; he curled up into a ball with a pillow pressed to his torso like a shield, eyes wide yet not taking anything in. His facial expression read...numbness. He couldn't feel anything at the moment, as if he was on heavy pain medication.

Everything below the neck didn't respond. He was left weak and with jello legs.

Dr. Conners had taken it upon himself to take the poor blond back home. Kendall couldn't be trusted to travel around alone with four Venoms on the loose, that and in his condition. He was very, very shaken up by the events that had conspired in the last few hours; he had lost two people at the same time, helpless to have changed their fate. They were now under the Symbiote's control; James and Peter were now Venoms two and three, they were part of the Venom "family" along with Jett and Gwen.

The four were dangerous, wild and devious. One Venom was bad enough, but four...four could take over an entire city.

And Kendall was all alone. He had Dr. Conners to help him find a way to save them and destroy the Symbiote, but he was now alone. As Spider-Man, he was alone; he was the muscle, the face of Spider-Man but James was the heart, the brains behind the mask. Without James, Kendall was indeed alone.

He didn't have his tech wiz, his teammate, his best friend and possible lover there with him.

He was alone, really alone.

A few tears managed to escape Kendall's eyes, they soon puffy and red-rimmed as he unbuttoned the top buttons of his dark green plaid shirt. The trademark spider on his chest soon appeared, the red and blue of his suit a few shades darker thanks to the lack of light in the living room. He reached into his back pocket to pull out his mask, fingering the large, white eyes.

James made him the suit, this suit. Kendall had came up with the design, colors and material to use but James was the one who brought it to life. He had paid very close attention to the stitching, the stretchy-ness of the spandex and how to make sure the web-slings would be able to aim and work properly under the suit's soft hands.

It had taken the brunet four tries to get the suit just right, but once he did he had given it to the blond with a proud gleam in his soft hazel-green eyes. He always carried a small patch-up kit on him too, just in case he needed to fix any holes and slashes from Kendall's regular meetings with baddies.

'He made this suit...he did, he did all this for m-me.' Kendall thought with a mental wince, stroking the the mask. He was treating it as if it was a beloved pet's old picture, or a special piece of himself.

It was, it was a special piece of himself. Of him and James. They created Spider-Man; they were Spider-Man.

And now with James gone, half of Spider-Man was too...

'James, I promise I'm going to get you back. You, Gwen, Peter, I'm going to save you guys and end this once and for all. This isn't over; Venom isn't going to win.' Kendall felt his heart skip a beat at the promise he was making, stomach twisting into knots.

He knew that some promises couldn't be kept; sometimes it was because of human nature's greedy side, sometimes it was because of fate itself.

But this promise, this promise he HAD to keep. He needed to save his friends, save the people he loved. James has suffered too much already thanks to Venom, and Peter and Gwen didn't deserve this. They didn't deserve to be used as food to the Alien Symbiote, used as puppets to help it achieve its twisted desires.

If it wanted Kendall, then fine he'll face it himself once again and this time end it all. If it wanted him then fine, but it was going to pay for dragging James, Peter and Gwen into this mess.

'I'm almost healed, I'll go back to patrolling the city early tomorrow morning. With any luck I'll run into one of them and talk some sense into them. Peter, Gwen, James...it doesn't matter who I run into if I do, all that matters is to free them. Once They're safe, then Venom and Jett are in for it.' Kendall wished today's attack in the subway hasn't left him so drained. The Symbiote has obviously gotten stronger since the last time he's had to face it; first learning how not to tip off his spidey sense, now able to knock the wind out of him without having to use too much energy.

He had to stop it, he had to before it can learn how to permanently fuse with either James, Gwen, Peter and Jett.

If that happens, then...they'll be stuck that way forever.

Forever.

'I won't let that happen, I won't let that happen. I won't.'

**_-Page Break-_**

James didn't have to struggle much with getting inside the apartment. He knew how to deactivate his own security system, and since the Symbiote didn't really have a "human" feel to it, the scanners wouldn't pick up his tracks.

He was safe.

Ignoring the hissing, spitting and shrieking noises echoing in his head, the possessed brunet willed the suit to go into camouflage mode, taking on the appearance of a normal black shirt and jeans. He was swift on his toes, careful not to make a sound as he left his bedroom to the kitchen. His smoldering golden-red eyes flashed in sick satisfaction as his fingers took a firm grasp of a long, large butcher knife, he slowly freeing it from its wooden case and approaching the sleeping blond on the couch. The stainless steel caught the weak glow of the half moon's rays pouring in through the windows, he hovering Kendall in two, quick strives.

James held the knife above his head, it angled to hover right over the shorter boy's chest. The relaxed expression on Kendall's smoothed out face angered James even more, teeth clenched as he played with the tip of the blade.

He could kill Kendall with his enhanced strength, flexibility and senses. All he would have to do to end the blond's life was to choke him with his bare hands.

But this was better, right? Kill him with his bare hands instead of waiting for the final showdown, end this all already. Without Spider-Man, the Venom "family" can easily take control of New York City. Without the hero, the villains would get to call the shots.

'N-no, no stop!' Soon James let out a silent gasp, the hand not holding the knife struggling to pull it back. He soon began to shake violently, eyes wide as dinner plates as if he was in excruciating pain. He forced himself to back away, all the while fighting with his hand brandishing the knife.

~What are you doing?!~ The Venom Symbiote snarled, James trying as best as he can to disappear behind his bedroom door and secure himself.

He had to get out of here, he couldn't stay. Right now he had more control than the Symbiote did; it wouldn't last long, but he had to make it last long enough to jump out the window and leave.

He had to leave, before he couldn't control himself any longer and end up hurting Kendall.

'You can't make me do this! I w-won't let you hurt him!'

~You idiot! He HATES us! He hates us, he lies to us, he only uses us! He said he cared about us only to lie to us in the end!~

'H-he doesn't care about you, he cares about me! About m-me and Peter and Gwen, you're nothing but a sick parasite!' James screamed in his head, tears filling his eyes at this point as he dropped the knife to the bed.

~He hates US. We are one person, it's we not you! You and I, James, we're one now.~

'W-what do you mean?' A nasty laugh chilled James' spine.

~You have me inside you, James. In your bloodstream, Symbiote cells flow through you. That was why it was easy for us to come together again: we ARE one, we ARE you. It's not just you anymore, it's us. Even if Kendall does destroy me, I'll live on. I'll live on in YOU. We'll live on, together...~

James' eyes grew even wider at this, not having time to mourn over this realization though as he soon lost control of his body and consciousness, his jeans and shirt losing their camouflage to revert back to the Venom-Spider-Man suit.

Venom number three let out a cruel chuckle, undoing the window hatch and letting in the cool, night air into the room. He tilted his back, eyes burning holes into Kendall's back through the walls.

"I'll deal with you later. Right now though, it's time to welcome my new brothers...!"

And with that Venom number three slipped out of the window and did a free-fall, web-slinging across the rooftops to the Brooklyn Bridge.

**_-Page Break-_**

"You're finally joining the party, about time." She-Venom hissed as Venom number three landed gracefully before her and Venom number two, tongue running across his shapeless lips.

"Shut up, I'm here aren't I? So, where are they?" He replied with a snap to his tone, Venom number two letting out a small bark of a laugh before he threw his arms out in a grand gesture.

"Three my pal, meet...five and six." Two pairs of pure white, ghastly slits for eyes soon appeared in the gloom, followed by two identical shrieks echoing off the buildings. One pair of eyes grew tighter at the corners as a long, chilling laugh began to rumble from one's chest, while the other licked his shapeless lips with his long, serpent-like tongue.

"Hi..." Both hissed as their strong, graceful forms were outlined by the light of the moon over their heads; they had identical, sinister smirks on their faces, She-Venom showing off her own ghastly teeth in a sick smile.

"How do they look?" Venom number three let out a chuckle of his own, one long-nailed hand under his chin.

"Perfect."


	18. UTM: It's War Pt 1

Hello again! Bonjour! Hola! Okay sorry about that, but my first exam was at 1 today and so I had quite amount of time on my hands. So I started writing this new chapter to get something of a head start, and hopefully when I continued it the events still made sense! Thank you to everyone that has been behind this story! I maybe the writer, but you all are the drive and spirit of my works! Without you all, I'd be nothing! :) But before I end this author's note, there was a review that interested me: a guest that pointed out that there are several other Symbiotes apart from Venom. I do acknowledge that there are, such as Carnage, Scream, etc. but the reasons why I did not use these other Symbiotes was due to the fact that some of them have backstories that vary from Venom's. If I remember correctly, Anti-Venom was the form Eddie Brock took on after his separation from the Venom Symbiote. Some that are reading this story may not know these other Symbiotes, which might confuse them in the process of introducing them into the plot. This story is close to being over; thanks to this guest's input though, maybe in the future I will write another AU BTR story with the other Symbiotes introduced. Thank you again for the piece of information, I hope to use it in a later story. :) Okay, author's note done. Thank you all again for the support and I hope you enjoy this new chapter. My beautiful reviewers/readers/followers, this is for you all. :) **Disclaimer: I don't own Big Time Rush! I just love them and writing stories about them, particularly AUs! I also don't own Spider-Man or any of other Spider-Man related characters! All I own is the plot of the story! There is a month time skip in this chapter, the reason why will be revealed in the chapter! Sorry if this was short, but it's leading up to the final showdown! Oh, also Theweirdblond, do not worry! It will be explained in later chapters if Kendall will even need to worry about the Symbiote cells in James' bloodstream!**

* * *

A whole month soon passed.

Kendall was on edge. He continued his crime-fighting as Spider-Man, went about his work at the _Bugle_ and school. He has spent this whole time trying to hunt James, Gwen, Peter and Jett down, but the four seem to have vanished. No sightings of them whatsoever; Captain Stacy was still issuing a manhunt to find his missing daughter, he and the rest of the family in despair for the worse. Aunt May was worried sick about Peter, and Kendall has had to cover for James' disappearance with his mom Brooke for the last few weeks. The woman was getting tired though, much like Aunt May; she wanted to know why James wouldn't talk to her, and if something bad has happened to her only son.

It broke the blond's heart to lie to her, the woman he considered a second mother.

But he couldn't tell her the truth. James made it crystal clear that he never wanted his mother to find out that he helped Kendall work as Spider-Man when he wasn't busy with schoolwork or work-work. If she knew, she would worry 24/7 over the two boys and no doubt tell Kendall's mom, Jen.

Mama Knight was a pretty understanding person and all, but she would draw the line right there and then if she knew the two were risking their lives as the Friendly Neighborhood Web-Head.

And as for Jett's family...Kendall didn't know much about them, but from what Jett shared with the class the day he transferred he wasn't too close to his parents. He was eighteen, meaning he didn't need someone checking up on him every day; Kendall has tried to find some way to contact his family in California, though nothing has resulted in his favor so far.

The four have been missing for a whole month. If no news came up soon, Kendall would have to consider the worst.

The worst...

**_-Page Break-_**

Kendall sighed as he perched himself to the roof of a nearby church, running a hand over his masked face.

He had just finished up three rounds of patrol for the night, taking out a few small-time baddies here and there and continuing his search for the Venomous Four. He's done a sweep of Jett's house several times, and of Peter's as well. Nothing was recovered, no piece of evidence that has floated to the surface after a month of not being explored; Gwen's bedroom gave the same result, and nothing new could be found in James' bedroom.

Apart from the knife Kendall had found (with a chill running down his spine) abandoned on the brunet's unmade bed, nothing out of the ordinary has come about.

'Where are they? If Jett's planning something big then it's expected that he's taking his time to make sure his moves won't backfire on him. But still, what could he be after? Is he thinking of using James and Gwen to sneak into Oscorp Tower and have it on lockdown? There's plenty of weapons that could be lethal to the Venom Symbiote there, like the remains of the glider and bombs Norman used as the Green Goblin. Of course I'm sure the Oscorp Board of Directors have had that hidden really well away in the tower, but Gwen and James know all the secrets. Dr. Conners trusted them plus they've worked there for a good two years; James has had to deal with a lot of sensitive equipment while Conners' intern, like the gene splicing experiment that...helped turn me into Spider-Man. If I think that's his plan though, then Jett won't need Peter, Gwen and James for much longer. Knowing him, once he has what needs he'll have the Symbiote let them go so he can face me on his own. I'm the real target here, not them; if he really wants to kill me, he'll want to do it himself. Alone. So if that's the plan...when will they be planning to attack Oscorp Tower?'

Kendall bit his lower lip and placed a hand under his chin, closing his deep bottle green eyes in deep thought.

If he wanted to figure this out, then he had to think like Jett. He had to think like the other blond with this; if he was Jett and wanted to make a big show (it was Jett, the guy lived for being the center of the drama circle) about his return as the baddie Venom, when would he want to?

'He's waited a month, it's March now. Wait...the four went missing the thirteenth of February, that was the last time I really saw them after they attacked in the subway. They disappeared on the thirteenth and have waited a whole month, that can only mean that they have more, more people under the Symbiote's control. T-that's why he waited the whole month...! Training new members, and if it's only taken a month to do so, today's the thirteenth again...oh no, Dr. Conners!'

**_-Page Break-_**

Dr. Conners was unconscious, laying like a rag doll on the floor of his office. He didn't have any fatal injuries, though had a bleeding cut in his left temple, glasses askew on his face.

"What do we do with him?" Gwen asked coldly. All of them had their suits in camouflage mode, their true faces exposed but intensions dark and sinister.

Jett nudged the unconscious scientist in the ribs with the toe of his shoe. "We'll keep him locked up in one of the secret vaults in the basement. He won't do anything there; are our other guests ready?"

Carlos nodded, usually warm chocolate eyes hard and bitter. "James made it in the nick of time, he has them all ready in the lobby."

"We were able to hack our way pass all the security measures of the tower, it's under our control now. No can get in or out without our say-so." Peter added, head tilted to the side. Jett grinned maliciously.

"Perfect. Mitchell and Diamond will get those lovely ladies all safe and sound down in the basement with Conners. Stacy, Parker, keep the police at bay; there's no doubt in my mind that once the Spider's seen coming this way that the NYPD will follow, we don't want too much of an audience for this show though so keep them in line. Garcia, you go with them. Take them down, take down anyone and everyone that gets in the way. Show no mercy."

"What about you?" Gwen asked, getting a light chuckle from their blond leader.

"Me, well I'll get the hardest task of them all: I'll be the one to kill the spider."


	19. UTM: It's War (My Fight) Pt 2

Hello! To be honest I wasn't going to update 'Under the Mask' today since I updated 'Proxy' but after a good idea came to mind, I decided to write it down before I lose it! So here's a new chapter, something interesting happens here! It's short, but the big showdown shall be longer! I promise, until then enjoy! :) Thank you everyone for the support, hope the spirits for the fight are high because it will be a wild ride! **Disclaimer: I don't own Big Time Rush! I just love them and writing stories about them, particularly AUs! I also don't own Spider-Man or any of other Spider-Man related characters! All I own is the plot of the story! Sorry if this was lame, hopefully I'll make the final showdown action much, much better!**

* * *

James dragged a struggling Jen and Katie Knight across the cold, steel floor of the Oscorp Tower basement. It was really a secret area dedicated mostly to vaults containing the remains of failed, secret projects or ones in progress.

This is where the rest of the gene splicing experiment rested, the experiment that had changed Kendall's life forever.

James in his Venom suit ran his long, serpent-like tongue across his shapeless lips, ignoring the muffled screaming leaving the two females, their wrists and ankles bound with thick, sticky Venom webbing and mouths taped shut.

He entered the access code for an empty vault and waited patiently, the large door sliding open. Without as much as a glance at them, James lifted both females up with ease and threw their bodies into the small, sterile area, ignoring the screams of pain that tried to leave them through the tape. He typed the lock-down code and watched with cold, pure white eyes the looks of confusion and terror plaguing the mother and daughter's face.

They looked so scared, so lost in all this...

"Looks like you did a decent job catching them." Venom number three turned towards his alpha, Jett not bothering to hide his identity with the Symbiote. He grinned coldly at Katie, waving at her with a light wink. Said brunette's big puppy eyes narrowed dangerously, it obvious that in her mind she was cursing this insane stranger out with all her might. Her mother Jen looked just as vivid, but also cautious; she knew better than to set off psychopaths.

The best thing to do at this point was to watch them, watch them and listen in on their conversation. Even though Jett wasn't make much of an effort to keep them out of the loop, it was all the two females could do at this point.

"You sound as if you were expecting me to screw up." James/Venom hissed venomously, Jett approaching the vault Dr. Conners was in and drawing a random pattern on the cold, metal door.

"Well of course, you're the weakest of the six of us. That's why I decided to change our plans a little bit: Mitchell, Garcia and the others will keep the police at bay, and so will you. If we want this party to be private, then we can't have the NYPD raining on our parade. Mitchell did his job escorting the doc down here, and you're relieved of your little stance here yourself."

"You're not going to have someone keep an eye on them?" Jett snorted at this, as if what James just asked was ridiculous.

"Do you take me as an idiot, Diamond? As if Conners will regain conscious in minutes, and these ladies...please as if they even know what's going on! They're just bait to the our little Spider friend, but they'll be dead before he even finds them. Once he's out of the picture, they and Conners will be joining him in Hell. And I'll happily send them all there myself..."

"Oh really, wow sounds like a fool-proof plan. Except you forgot something..."

Jett barely had time to react, eyes wide though when...James/Venom let out a blood-curdling shriek and kicked him hard in the stomach. The force behind the attack was so strong, so intense that it knocked the wind out of the blond; the vault behind him suddenly swung open only to close once more once his body went flying and crashing into the back wall.

"AHHHHH! W-WHAT THE HELL ARE YOU DOING?!" He exclaimed, trying to break down the heavy steel door, calling upon his own Venom Symbiote suit for help. James/Venom let a large, devilish grin touch his face, pressing a button in the wall.

"Taking you out of the game."

"AHHHHHHH!"

Intense sonic waves filled the vault Jett was trapped in, the Symbiote instantly reacting and screaming in pain.

"AHHHHH! STOP! STOP!"

"Sure, when you're out of it..."

**_-Page Break-_**

Jett was out cold in a matter of minutes, knocked out too by the intensity of the sonic waves. The sample of the Symbiote that had attached itself to him was now weak on the floor, clawing pitifully at the steel door.

James/Venom let out a chuckle as he tapped in the access code for the blond's temporary cell, stepping back as the door swung open once more. The Symbiote let out small hisses, weak and silently seething inside for the brunet had done.

Now, there were only five.

"Oh don't be sad, what I'm offering you is better than what he could manage to scrap around for you..." With that, James/Venom held out his right hand and wagged a finger, as if inviting the Symbiote to dance.

The substance let out another series of hisses, but these sounding more...alive, as it soon latched onto the boy's arm, fusing with the rest of his suit. The brunet let out a scream as he could feel the parasitic alien substance become one more and one with him, Katie and Jen watching with wide, terrified eyes.

James/Venom fell to his knees, feeling extreme agony for what felt like an eternity before he was breathing evenly again, his smile ten times more sinister than what it was before.

"Now, who's going to take out the Spider-Man? Oh that's right, you're no longer part of this. I don't need you anymore." The Symbiote, through James, addressed the unconscious Jett with a look of absolute disdain, not at all mourning over the moments they have spent together now lost.

The narcissistic blond meant nothing to him. He was hot-blooded and often impulsive like Kendall, but in the end he wasn't Kendall. He wasn't Kendall, and that is who the Symbiote really wanted.

Kendall, only Kendall.

"You're done now, with Diamond I can easily get what I want." James' hands went into fists, his ghastly sharp teeth glistening in the low lighting.

"Hahahaha...now, I will get Kendall to take me back. If he wants Diamond to live that is, hahahahahahaha!"


End file.
